Industry/University Cooperative Research Center (IUCRC)
Membership Agreement for Industry Partners
Digital Twin Research, Innovation & Collaboration Hub (DT-RICH)
NSF Industry–University Cooperative Research Center (IUCRC)
This Membership Agreement (“Agreement”) is entered into on this ___ day of ____, 20, by and between [University Name] (“UNIVERSITY”), acting on behalf of the Digital Twin Research, Innovation & Collaboration Hub (DT-RICH), and [Company Name] (“COMPANY”).
DT-RICH is a multi-institution Industry/University Cooperative Research Center (“CENTER”) supported in part by the National Science Foundation (“NSF”). The CENTER includes all approved research sites participating under the NSF IUCRC program.
RECITALS
WHEREAS, the parties desire to collaborate in support of an NSF-funded Industry/University Cooperative Research Center focused on advancing Digital Twin science, technology, and applications (hereinafter referred to as “CENTER”);
WHEREAS, the CENTER is supported through a combination of membership fees from industry and government organizations, federal and state funding, and institutional support from participating universities; and
WHEREAS, the UNIVERSITY provides the research environment, faculty expertise, facilities, and administrative oversight required to conduct CENTER research activities.
NOW, THEREFORE, the parties agree as follows:
A. Operation of the Center
The CENTER shall be operated by UNIVERSITY faculty, staff, and students, together with collaborating researchers at partner institutions.
Funding for the CENTER may include support from industry members, federal agencies, state entities, NSF, and UNIVERSITY cost-share.
The CENTER may be eligible for NSF support for an initial five-year period, with the potential for continuation as determined by NSF program requirements.
B. Eligibility for Membership
Any industry organization, government research laboratory, nonprofit entity, or qualifying institution may become a sponsor of the CENTER subject to compliance with state, federal, and institutional policies.
C. Membership Fees and Payment Terms
COMPANY agrees to contribute an annual membership fee of $______ (Full / Associate / Affiliate tier).
Payment may be made as:
A single annual lump-sum payment effective on _______; or
Four equal quarterly installments due on ______, ______, ______, and ______.
Membership fees shall be paid to the UNIVERSITY and are non-refundable.
COMPANY acknowledges that CENTER research is long-term and agrees to participate with the intent to remain a member for at least two years.
Contributions may be partially or fully in-kind only if mutually agreed in writing by UNIVERSITY and COMPANY.
D. Industry Advisory Board (IAB)
Each member organization may appoint one representative to the Industry Advisory Board.
The IAB shall recommend:
a. Research projects to be conducted by the CENTER;
b. Allocation of CENTER resources among projects;
c. Amendments to CENTER bylaws or operating procedures.
Voting rights are determined by membership tier (e.g., full or partial vote).
E. Publications
UNIVERSITY retains the right and obligation to publish research results consistent with academic standards.
COMPANY shall be given up to 30 days to review proposed publications for:
Proprietary concerns, or
Identification of potentially patentable inventions.
COMPANY may request a publication delay of up to 30 additional days for the purpose of filing a patent application.
COMPANY requesting patent protection agrees to reimburse related patent filing and maintenance costs.
F. Intellectual Property Ownership
Intellectual property (IP) arising from CENTER research shall be owned by the UNIVERSITY(IES) whose employees are inventors under U.S. patent law.
Ownership shall comply with provisions of the Bayh–Dole Act (35 U.S.C. §§ 200–212), including government rights and obligations.
G. Licensing
1. Non-Exclusive License
To the extent legally permissible, UNIVERSITY agrees to grant each CENTER member in good standing a non-exclusive, royalty-free license to CENTER-developed inventions and software fully created by UNIVERSITY personnel during CENTER-funded research.
COMPANY may sublicense to its subsidiaries or affiliates.
COMPANY must request a license within 90 days of receiving invention disclosure.
COMPANY agrees to pay patent filing and maintenance costs.
2. Exclusive License
If only one COMPANY seeks a license for a given invention, UNIVERSITY may negotiate a fee-bearing exclusive license in good faith, consistent with applicable laws and institutional policies.
COMPANY may sublicense to subsidiaries and affiliates.
Request for exclusivity must be made within 90 days of receiving an invention disclosure.
3. Exclusions
Licenses shall not include rights to:
Background IP,
Pre-existing technology,
Third-party IP not assigned to UNIVERSITY.
H. Distribution of Royalties
Any royalties or fees collected by UNIVERSITY under this Agreement, beyond costs incurred, will be distributed in accordance with UNIVERSITY’s intellectual property policies.
I. Liability
Each party is responsible for its own acts or omissions and those of its employees and agents. Nothing in this Agreement shall be construed as binding either party to indemnify the other.
J. Termination
COMPANY may terminate this Agreement with 30 days’ written notice to UNIVERSITY.
Membership fees already paid are non-refundable.
K. Entire Agreement
This Agreement constitutes the entire understanding of the parties and supersedes all prior negotiations. Amendments must be made in writing and signed by authorized representatives of both parties.
IN WITNESS WHEREOF, the parties have executed this Membership Agreement on the dates indicated below.
UNIVERSITY:
By: ________________________________
Name: ______________________________
Title: _______________________________
Date: _______________________________
COMPANY:
By: ________________________________
Name: ______________________________
Title: _______________________________
Date: _______________________________