COLLABORATIVE RESEARCH AGREEMENT

COLLABORATIVE RESEARCH AGREEMENTB E T W E EN:THE UNIVERSITY OF MANITOBAWinnipeg, ManitobaR3T 2N2(the "University")and(the “Collaborator")WHEREAS , an academic staff member, of the University, has experience in the area of .WHEREAS , a researcher of the Collaborator, has experience in the area of .WHEREAS the University and the Collaborator desire to participate in a collaborative research project entitled (the “Research Project”).NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and agreements herein and subject to the terms and conditions set out in this Agreement, the Parties agree to undertake the Research Project as follows:1. DefinitionsWhenever the words and expressions which follow appear in this Agreement, they shall be interpreted according to the definitions given hereafter unless implicitly or explicitly expressed otherwise in the text: 1.1 “Arising Intellectual Property” mean s, individually and collectively, all IntellectualProperty made, conceived or developed during the term of this Agreement and directly resulting from the Research Project carried out hereunder.1.2 “Background Intellectual Property” means, individually and collectively, allIntellectual Property developed, produced or obtained by a Party outside the scope of the Research Project.1.3 “Effective Date” means1.4 “End Date” means .1.5 “Intellectual Property” means any new and useful art, invention,discovery, innovation, process, product, formulae, software, manufacture or composition of matter, or any new and useful improvement in any art, invention, discovery, innovation, process, product, formulae, software, manufacture or composition of matter, and any industrial and/or intellectual property rights and all such other rights whether or not statutorily protected or capable of being protected under statute.1.6 “Joint Owner” means a Party who has been deter mined under the lawsof inventorship of Canada to have contributed to the creation of Intellectual Property in such a way that that Party shares in the attribution and ownership rights relating to that Intellectual Property; 1.7 “Party” means the Universi ty and the Collaborator individually and“Parties” means the University and the Collaborator together.2 Research Project2.1 The respective work of the University and the Collaborator under the ResearchProject is described in the statement of work attached hereto as Appendix “A” (the “Statement of Work”).2.2 The principal investigator for the University will be . The principalinvestigator for the Collaborator will be . Neither party shall perform work outside of the scope of the Statement of Work, unless agreed to in writing by the Parties.2.3 The Parties intend to contribute, each in its area of expertise, to the ResearchProject and will act at all times in accordance with the terms and conditions of this Agreement.3. TermThis Agreement shall become effective on the Effective Date and shall continue in effect until the End Date, unless extended by the mutual agreement of the Parties or terminated in accordance with section 15 of this Agreement.4. Contributions4.1 The total monetary contribution from the Collaborator for the Research Project is($ ), plus ($ ) in in-kind contributions as set out in Appendix “B”(the “Budget”).The Collaborator agrees to pay and contribute the said amounts to the University in accordance with the Budget for the Research Project.4.2 All monetary contributions by the Collaborator shall be made by cheque payableto the "University of Manitoba"and forwarded to: Senior Grant Accountant, Budgets and Grants, 404 Administration Building, University of Manitoba, Winnipeg Manitoba R3T 2N2.4.3 The total contribution from the University shall be ($ ) which shallinclude staff time and other in kind contributions as set out in the Budget.5. Confidentiality5.1 The Parties agree that each of them may receive confidential or proprietaryinformation from the other in connection with the Research Project. Each Party agrees, therefore, that such information received from the other, and marked as confidential, (the “Confidential Information”) will not be disclosed to any third party or used for its own purposes without the written consent of the disclosing Party, and that reasonable and prudent practices shall be followed to maintain the Confidential Information in confidence. This prohibition includes but is not limited to, press releases, educational and scientific conferences, promotional materials, government filings, and discussions with lenders, investment bankers, public officials and the media and shall also be subject to Article 8 regarding Publication.5.2 The Parties agree, if requested in writing by the disclosing Party to return promptlyat the completion of the Research Project all copies in any media of any Confidential Information supplied by the other Party, in relation to the Research Project provided that, in the case of fixed storage media, the Confidential Information shall be irretrievably erased after a copy has been provided to the other receiving Party. The obligations of confidentiality shall survive for a period of five (5) years beyond the expiration or earlier termination of this Agreement.5.3 The obligations of confidentiality set forth in subsection 5.1 hereof, shall not applyto any information which:(a) is already known to the receiving Party before receipt from the disclosingParty as evidenced by written records;(b) is generally available to the public or becomes publicly known through nofault of the receiving Party;(c) is received by the receiving Party from a third Party who had a legal rightto disclose without restriction; or(d) is developed by the receiving Party independently of and withoutreference to Confidential Information received from the disclosing Party asevidenced by written records.(e) must necessarily be disclosed by either Party to financial institutions orother funding sources to obtain financial assistance, provided that suchentities agree to keep the information confidential; and/or(f) must necessarily be disclosed by either party to file patent applicationswith respect to inventions that are part of the Arising Intellectual Property.5.4 Notwithstanding any other provision of this Agreement, disclosure of ConfidentialInformation shall not be precluded if such disclosure is in response to a valid order of any governmental agency, court or other quasi-judicial or regulatory body of competent jurisdiction, provided however, that the responding Party shall, as promptly and as reasonably possible, give notice to the other Party of the requirement so that the other Party may contest the requirement to provide such Confidential Information.6. Results of Research Project6.1 Each Party will keep the other Party informed of research results obtained from itswork in connection with the Research Project. Information shared in accordance with this section shall be treated as confidential by the Party to which it is disclosed (even if not identified as confidential by the disclosing Party ), and shall be handled by that Party in accordance with the terms of paragraph 5 above, unless otherwise agreed to in writing by the Parties. Subject to the confidentiality obligations in this section and the publication restrictions in Section 8 herein, following the collaboration, each Party shall have an unrestricted right to use for its own internal non-commercial research and education purposes all research results, including without limitation any Arising Intellectual Property.7. Intellectual Property Ownership7.1 Ownership of Background Intellectual Property7.1.1 The title to any Background Intellectual Property already owned or controlled by aParty, or that is developed, produced or obtained by a Party outside of the scope of the Research Project shall not be affected by this Agreement.7.1.2 A Party may use Background Intellectual Property already owned or controlled byanother Party, and which is disclosed as part of the Research Project, solely for the Research Project and the term of the Research Project. The use of the Background Intellectual Property by a Party shall in no way affect the ownership of that Background Intellectual Property.7.2 Ownership of Arising Intellectual Property7.2.1 Arising Intellectual Property conceived and/or reduced to practice entirely by theemployee, student or agent of one Party shall vest with that Party in accordance with its applicable policies and collective agreements. Arising Intellectual Property made jointly by employees, students or agents of both Parties shall be jointly owned by the Parties, based on each of their contributions.7.2.2 Joint Owners shall manage commercialization activities in respect of jointly ownedArising Intellectual Property as per the terms of an inventions management agreement to be negotiated on commercially reasonable terms between the Joint Owners acting in good faith.7.2.3 Each Party hereby grants to the other Party a non-exclusive fully-paid worldwide,royalty free license to use the Arising Intellectual Property for their own internal research and educational non-commercial purposes and shall ensure that the appropriate and necessary agreements and documents are obtained from their employees, students and/or agents in order to grant such rights of usage.7.2.4 The University agrees to grant to the Collaborator an option to negotiate anexclusive royalty bearing license to make, use or sell any Arising Intellectual Property owned by the University. The Collaborator shall have three (3) months from disclosure of any Arising Intellectual Property to notify the University of its desire to enter into such license which agreement shall be negotiated in good faith within a period not to exceed six (6) months from the Collaborator’s notification of its intention to exercise said option or such period of time as the parties may mutually agree.OPTION A: include exclude7.2.5 The Collaborator agrees to grant to the University an option to negotiate anexclusive royalty bearing license to make, use or sell any Arising Intellectual Property owned by. The University shall have three (3) months from disclosure of any Arising Intellectual Property to notify the University of its desire to enter into such license which agreement shall be negotiated in good faith within a period not to exceed six (6) months from the University notification of its intention to exercise said option or such period of time as the parties may mutually agree.OPTION B: include exclude8. Publication8.1 Both the University and the Collaborator acknowledge and agree to theimportance of publishing articles in appropriate academic journals or other venues as well as students having the freedom to defend a thesis without delay.8.2 If the results of the Research Project will be jointly published however, authorshipof results of the Research Project will be determined in accordance with academic standards and custom. Proper acknowledgment will be made for the contributions of each Party to the research results being published. If a proposed publication is not a joint publication, the Party wishing to make the publication shall provide a copy of the manuscript or abstract to the other Party at least thirty(30) days prior to publication to allow the other Party an opportunity to protect itsIntellectual Property that might be disclosed by the manuscript or abstract. In addition, a Party will not publish Confidential Information received from the other Party (not to include information and data generated by that Party in the course of the Research Project) without such other party’s consent, which shall not be unreasonably withheld or denied. Once the research results of the Research Project have been published, the confidentiality restrictions of this Agreement shall no longer apply to such information.8.3 The Parties acknowledge and accept that one or more master’s theses or one ormore doctoral theses may be generated within the framework of the Research Project. Notwithstanding any provision of this Agreement, students involved in the Research Project shall retain copyright in respect of their master’s theses or doctoral theses. The Parties agree that no delay on dissemination of theses (including making it available in the library system or online) may be imposed.9. Publicity9.1 Neither Party will use the name of the other in any publication, promotion oradvertisement with respect to the Research Project or its results, without the prior written consent of the other except that both Parties may publish the title of the Research Project, the name of the other Party, the value of the Agreement, and the name(s) of the Principal Investigator(s) in its internal records and reports regarding research funding.10. Equipment10.1 All materials, supplies and equipment purchased for this Research Project withfunds provided under this Agreement, shall remain the property of the University after completion of the Research Project.11. Indemnification11.1 Each Party shall be responsible for all losses, costs, damages andexpenses of any nature whatsoever, that it may suffer for any reasons whatsoever, or arising from or in any way whatsoever attributable to the present Agreement and/or the Research Project unless said losses, costs damages, and expenses arise from an act of negligence or wilful misconduct of the other Party or of its employees, agents and/or subcontractors. In the event that one Parties’ (the “Indemnifying Party”) negligence or wilful misconduct results in losses, damages, costs, expenses or actions against, the other Party (the “Damaged Party”), then the Damaged Party shall be indemnified and saved harmless by the Indemnifying Party from all such losses, damages, costs, expense and actions. The Indemnifying Party shall not be liable to the Damaged Party for any indirect, consequential or special damages.12. Insurance12.1 Each Party shall obtain and maintain comprehensive general liability insurance inthe minimum of five million ($5,000,000) dollars and any other insurance as the circumstances warrant that a prudent person would deem necessary to cover any liabilities that may arise under this Agreement. Each Party shall, upon request, provide the other Party with a Certificate of Insurance evidencing the coverage required hereunder.13. Representations and Warranties13.1 Each Party represents and warrants that it is competent to perform the work underthis Agreement and the Research Project and has the necessary qualifications including the knowledge, skill and ability to perform the work.13.2 Each Party will conduct the Research Project in a professional manner conformingto generally accepted practices for scientific research. Given the exploratory nature of the research and development activities contemplated neither Party makes any representations nor undertakings as to the quality or nature of the research and development work undertaken nor that the subject of such work will be suitable or marketable for any particular purpose or uses, other than that such work will be performed in good faith and with reasonable efforts of those participating in accordance with the objects and spirit of this Agreement.The Parties hereto represent that they have the necessary capacity and authority to enter into this Agreement.14. Compliance with Laws and Regulations14.1 All work and research done in connection with the Research Project will be donein compliance with all applicable Federal, Provincial and local laws, regulations and guidelines of Canada.15. Termination15.1 Each Party shall have the right to terminate its participation in the ResearchProject with or without cause by giving ninety (90) days prior written notice thereof to the other Party (the “Termination Notice”). Nothing in this Agreement shall rescind the obligations that may have accrued or the rights and privileges of that Party up to the date specified in the Termination Notice.15.2 I f either Party:(a) breaches or defaults under any term or condition of this Agreement andsuch breach or default is not remedied within thirty (30) days from the timeof receipt of a written notice from the other Party; or(b) becomes bankrupt or insolvent;this Agreement shall be immediately terminated.16. Force Majeure16.1 Neither Party shall be held responsible to the other Party, for any default or delayin the execution of its obligations caused by circumstances beyond its control.Without limiting the generality of the foregoing, natural disasters, strikes, fires, war and insurrections and actions or government or regulatory bodies, which prevent a Party from performing under the Agreement shall be deemed to constitute force majeure, provided however, that the Party that is excused from performance takes all measures necessary to prevent, control or limit the effect of the force majeure so that performance may resume as soon as possible.17. Records17.1 The Parties agree to keep proper and accurate records and documents of the costrequired to support and validate the observations and results of the work in connection with the Research Project and of all expenses incurred under this Agreement, including invoices, receipts or other documents for five (5) years following the expiration or earlier termination of this Agreement. Subject to the obligations of confidentiality set out in section 5, such records shall be open for audit and inspection upon reasonable notice.18. Laws18.1 This Agreement shall be governed by and interpreted in accordance with the lawsof the Province of Manitoba and the parties shall attorn to the exclusive jurisdiction of the courts of the Province of Manitoba.19. Assignment19.1 This Agreement is not assignable by a Party, whether by operation of law orotherwise, either in whole or in part, without the prior written consent of the other Party.20. Entire Agreement20.1 This Agreement, which includes the attached Appendices, constitutes the entireagreement and understanding between the Parties concerning the subject matter hereof and supersedes all prior communications, negotiations and agreements concerning the Research Project.21.Amendment21.1 This Agreement may only be modified or amended by written agreement of bothParties. No amendment or waiver of terms of this Agreement, or in the Research Project, is effective unless it is in writing, signed by both Parties.22.Subcontracting22.1 Either Party may subcontract portions of the Research Project with the priorwritten approval of the other Party.23. Relationship between the Parties23.1 Nothing contained herein or done hereunder shall be construed as establishingany agency, employment, partnership or joint venture relationship between the Parties for any purpose whatsoever.24. Severability24.1 The invalidity or unenforceability of any provision of this Agreement shall not affectthe validity or enforceability of the Agreement itself or any of its provisions.25. Survival of Terms and Conditions25.1 In addition to those provisions surviving by operation of law, sections"Confidentiality", "Publication", "Publicity", "Indemnification", "Insurance" and “Intellectual Property/Ownership", as well as this provision, shall survive the termination of this Agreement for any reason.26. NoticesIf to the University:The University of ManitobaOffice of Research Services540 Machray HallThe University of ManitobaWinnipeg, MB R3T 2N2Tel: (204) 474-9373Fax: (204) 261-0325Attention: , Director, Office of Research ServicesWith a copy to Principal Investigator:If to the Collaborator:27. HeadingsThe headings contained in this Agreement are for convenience and reference only and shall not define or limit the scope, or affect the interpretation of it provisions.28. Counterparts- 11 -This Agreement may be signed in counterparts with the same effect as if the Parties had all signed the same document. All counterparts shall be construed together and constitute one and the same document.29. Time of the EssenceTime shall be of the Essence in this Agreement.IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as of the date first written above.THE UNIVERSITY OF MANITOBAPer: Per:, Director,Office of Research ServicesORVice-President (Research)READ AND UNDERSTOOD:Principal InvestigatorS:\Legal\Research Services, Office of\Precedents\Collaborative Research Agreement Template Aug 22 14(clean) Protected T ab.docAppendix A Statement of Work/ProposalAppendix B Budget。