THIS RESEARCH FUNDING AGREEMENT (Agreement) is entered into by and between the [NAME OF QSSB] (QSSB), [ADDRESS] and [RESEARCH INSTITUTION], [ADDRESS] (Cooperator). WHEREAS, QSSB is a qualified state soybean board pursuant to the Soybean Promotion, Research, and Consumer Information Act, 7 U.S.C.A. §§ 6301-6311 (1999)(the Act) and the Soybean Promotion, Research, and Consumer Information Order, 7 CFR Part 1220 (2000)(the Order); WHEREAS, QSSB will fund research conducted by Cooperator, in whole or in part, with funds collected from first purchasers of soybeans pursuant to the Act and Order; and WHEREAS, QSSB funds research projects in order to benefit soybean producers by increasing productivity and promoting the consumption and use of soybeans and soybean products; NOW, THEREFORE, for good and valuable consideration that the parties acknowledge is sufficient, the parties covenant and agree as follows: SECTION 1. PROJECTS AND PROJECT AGREEMENTS 1.1. Project Agreements. The parties will develop a separate Project Agreement (PA) for each research project that is consistent with this Agreement. 1.2. Project Agreement Terms. The PA shall: a. make reference to this Agreement and any additional terms and conditions QSSB deems appropriate; b. designate a person as the Principal Investigator for the project; c. include a project proposal for the research to be funded by QSSB, including a detailed statement of the project’s objectives, methods, budget and anticipated benefits to soybean farmers; and d. designate the amount of funding that QSSB will provide. 1.3. Project Management. The Cooperator shall have sole responsibility for managing approved projects and other associated activities. The proposed research shall be conducted under the direct supervision of the Principal Investigator who will be accountable to the Cooperator. Cooperator shall provide all equipment necessary to conduct a project. 1.4. Term. This Agreement shall commence on ______________, 20XX, and shall terminate on _____________, 20XX. The parties may extend the term of this Agreement for additional one-year periods by agreement(s) in writing signed by both parties. SECTION 2. FINANCES AND FUNDING 2.1. Payment Terms. QSSB shall pay Cooperator up to the total funding approved for each project as provided for in the PA. Unless the parties agree to a different schedule in the PA, Cooperator shall submit a [insert appropriate period] invoice that QSSB shall pay [insert payment terms]. Cooperator shall disburse funds in accordance with its applicable policies and procedures, which Cooperator shall provide to QSSB as requested. 2.2. Budget Transfers. The Principal Investigator designated in the PA may transfer funds amongst budget categories only with QSSB’s prior written consent if (i) the amount transferred exceeds ten percent (10%) of any one general budget category (per annual period) or (ii) the funds transferred are travel related. Cooperator shall notify QSSB of all budget reallocations and account for them in its financial report. 2.3. Spending Prohibitions. The Cooperator shall not use, and shall prohibit Principal Investigator from using, funds provided by QSSB (a) to purchase depreciable capital equipment (depreciable capital equipment shall include any equipment with a useful life of greater than one year and which costs $2,000 or more) without QSSB’s prior written approval; (b) to pay overhead costs; (c) to pay a Principal Investigator’s salary; (d) to influence governmental policy or action; or (e) for any purpose other than the purposes set forth in the research project proposal that accompanies the PA. 2.4. Records Maintenance & Audit. The Cooperator shall maintain records itemizing the receipt and expenditure of all funds paid to Cooperator under this Agreement. Cooperator shall retain all books, documents, papers and records (hereinafter, Records) relating to this Agreement for a period of three years after termination of this Agreement. Upon reasonable notice, QSSB, the United Soybean Board (USB), the Secretary of the U.S. Department of Agriculture (USDA) or their agents may inspect, copy or audit Records during normal business hours. If, prior to the end of the three-year retention period, any audit, litigation or other action is started for which the Records might reasonably be required, Cooperator shall keep the Records until all issues arising out of the audit, litigation or other action are resolved. 2.5. Subcontractor Records. The Cooperator shall include in all subcontracts a provision requiring subcontractors to maintain Records related to the subcontract for three years after termination of the subcontract and grant QSSB, USB, USDA or their agents the right to inspect, copy and/or audit such Records upon reasonable notice. The term “subcontract” as used in this clause excludes (1) subcontracts not exceeding $5,000 and (2) subcontracts or purchase orders for public utility services at rates established for uniform applicability to the general public. Cooperator shall require subcontractors to continue to maintain Records that might reasonably be required for any audit, litigation or other action started prior to the end of the three-year retention period until all issues arising out of the audit, litigation or other action are resolved. 2.6. Reports. a.   Unless the parties agree to a different schedule in the PA, Cooperator shall provide QSSB with a written quarterly progress report for each project. Each report shall include information about the progress of the project, a summary of expenditures during the quarter, and any other relevant information, including anticipated delays. With each report, Principal Investigator shall provide a summary progress report in lay language suitable for public release, which shall not be deemed confidential under the terms of this Agreement. QSSB may disseminate such progress reports, and the progress report shall constitute Principal Investigator’s approval to release the information contained in it. Cooperator shall also provide QSSB with additional information as requested. b.   Within 30 days following the termination of each PA, Cooperator shall provide to QSSB a report describing in detail the research results and conclusions, accounting for all expenditures, and disclosing any discoveries. The final report shall include a lay interpretation of the results suitable for public release and shall not be considered confidential under the terms of this Agreement. Along with the final report, Cooperator shall return any unused funds designated for a project. 2.7. Subsequent Funding. Funding for subsequent years is contingent upon Cooperator and/or Principal Investigator providing all progress reports and fulfilling all other obligations under this Agreement and/or a PA. In the event either Cooperator or Principal Investigator does not meet its obligations in any given year, QSSB may terminate a PA or this Agreement. SECTION 3. TERMS AND CONDITIONS FOR CONDUCT OF PROJECTS 3.1. Indemnification. Cooperator agrees that QSSB, USB and USDA shall not be liable for any personal or bodily injury or property damage arising out of or in connection with the conduct of any project. Subject to applicable law, Cooperator shall indemnify and hold harmless QSSB, USB and USDA and their affiliates, members, officers, Directors, agents and employees against all losses, damages, liabilities, costs, fines, penalties or expenses, including reasonable attorneys’ fees resulting from all claims, proceedings, investigations or actions arising out of or in connection with Cooperator’s conduct of the Project or its breach of this Agreement and/or a PA. This indemnification obligation shall survive the expiration or termination of this Agreement. 3.2. Publication. Cooperator or Principal Investigator may publish project results. At least thirty (30) days before submitting a manuscript for publication, the party publishing the results shall provide QSSB with copies of the manuscript. In the event that Cooperator and Principal Investigator choose not to publish the project results, QSSB shall have the option to publish the results. QSSB shall submit any manuscript to the Principal Investigator for approval, which shall not be unreasonably withheld. Cooperator shall sign and cause all interested parties to sign releases permitting QSSB to publish in such circumstances. 3.3. Confidentiality. Without the other party’s prior written permission, neither party shall disclose to a third party any information or materials learned from or provided by the other party or any materials, information, processes, inventions or discoveries developed pursuant to this Agreement (collectively, Confidential Information). Each party shall use Confidential Information only in accordance with this Agreement. Cooperator shall cause any party to whom it discloses Confidential Information to maintain its confidentiality. Each party shall use Confidential Information only for the purposes authorized by this Agreement and shall disclose it only to those Directors, officers, members, employees or agents necessary to fulfill the terms of this Agreement. 3.4. Acknowledgments. In any publication or in any publicity regarding a research project conducted pursuant to this Agreement, each party shall properly acknowledge the other party’s role. Cooperator shall identify any materials produced or generated or any events or activities conducted pursuant to this Agreement as being produced or conducted with funding from QSSB, unless QSSB expressly waives this requirement. 3.5. Brand & Trade Names. No commercial brands or trade names shall appear in published results unless they are essential to describe the research. QSSB’s name shall not be used in any way for advertising purposes. 3.6. On-Site Visits. QSSB or their designated agents may conduct on-site visits with the Principal Investigator and other appropriate personnel during a project. The parties shall agree on mutually acceptable dates and times for such visits. 3.7. Termination. a. QSSB or Cooperator may immediately terminate funding for any research project covered by a PA if the Principal Investigator dies, becomes incapacitated for more than 60 days, ceases to actively participate in the project, or permanently changes his or her institutional affiliation. Sabbatical leave for the Principal Investigator shall not be cause for termination, provided that Principal Investigator continues to directly supervise the research project during the sabbatical. b. With 30 days prior written notice, QSSB may terminate this Agreement and/or a PA. c. In the event this Agreement and/or a PA is terminated, QSSB shall pay Cooperator all undisputed costs and expenses incurred up to and including the termination date. If this Agreement is terminated, at QSSB’s request, Cooperator shall cancel or assign to QSSB all contracts entered into pursuant to this Agreement. Without QSSB’s prior written approval, Cooperator and Principal Investigator shall not incur additional costs or liabilities after receiving a termination notice. d. Upon termination, Cooperator shall provide a final report pursuant to Section 2.6 for each research project being conducted pursuant to this Agreement. 3.8. Ownership. Ownership of all materials, information, processes, inventions and discoveries and their associated intellectual property rights (collectively, Discoveries) shall be determined as set for in this Section. a. Cooperator shall disclose any Discoveries within 60 days of the Principal Investigator making such Discoveries. b. QSSB shall own all Discoveries, provided, however, that the Cooperator may elect to own any Discovery that is or may be patentable or otherwise protectable under the Title 35 of the United States Code or the Plant Variety Protection Act, as amended (hereinafter, Subject Inventions). Cooperator or Principal Investigator must notify QSSB in writing that it elects to own a Subject Invention within 30 days of disclosing a Subject Invention to QSSB. c. After payment of any patent costs, QSSB shall receive 50% on all royalties or other benefits Cooperator receives in connection with a Subject Invention that Cooperator elects to own. d. Cooperator grants QSSB a nonexclusive, irrevocable, royalty-free license to practice, use or sublicense any and all Subject Inventions it elects to own. QSSB agrees that it shall relinquish such license if Cooperator demonstrates to QSSB’s satisfaction that granting an exclusive license to a third party would improve the opportunities for commercializing a Subject Invention owned by Cooperator. e. Cooperator shall make all reasonable efforts to commercialize Subject Inventions that it owns or to license such Subject Inventions under reasonable terms to parties who are willing and able to commercialize them. In the event that QSSB determines that Cooperator has not taken reasonable steps to achieve practical application of a Subject Invention it owns in any applicable field of use, QSSB may grant, or require Cooperator to grant, a non-exclusive, partially exclusive or exclusive license in any field of use to a responsible applicant on reasonable terms. f. QSSB grants to Cooperator a nonexclusive, royalty-free license to practice or use for institutional purposes, including further research, any Discoveries QSSB owns. QSSB may revoke the license granted under this paragraph on 90 days prior written notice. SECTION 4. MISCELLANEOUS PROVISIONS 4.1. Assignments. Cooperator may not assign or otherwise transfer its rights or obligations under this Agreement without QSSB’s prior written permission. 4.2. Independent Contractor. The parties agree that Cooperator and its Directors, officers, members, agents, employees and subcontractors, and the Principal Investigator, are independent contractors and not officers, employees or agents of QSSB, USB, USDA or the United States Government, or any department, bureau, commission, officer or employee thereof. 4.3. Waivers. No express or implied waiver by either party of any provision of this Agreement shall constitute a continuing waiver of that or any other provision. No express or implied waiver by either party of any breach or default by the other party shall constitute a waiver of any other breach or default of the same or any other provision of this Agreement. 4.4. Equal Employment Opportunity. Cooperator agrees that during the performance of this Agreement, it shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, age or disability. Cooperator agrees that it will fully comply during the term of this Agreement with any and all applicable Federal, State and local equal employment opportunity statutes, ordinances and regulations, including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990 and the Equal Pay Act of 1963. Nothing in this section shall require Cooperator to comply with or become liable under any statute, ordinance, regulation or rule that does not otherwise apply to Cooperator. 4.5. Complete Agreement. This Agreement, along with all Project Agreements, shall constitute the entire agreement between the parties and shall supersede any and all other agreements, whether written or oral, between the parties. A modification will be effective only if in writing and signed by the parties hereto. 4.6. Notices. All notices required by this Agreement shall be in writing addressed to the party at the address provided above or at any other address as directed in writing by a party. Notices shall be deemed received when delivered personally, one day after being sent by overnight courier or facsimile (with confirming receipt), five days after being sent by first-class or certified mail, postage prepaid. If notice is sent by certified mail, return receipt requested, the notice shall be deemed received as of the date indicated on the return receipt. 4.7. Severability. If any term or provision of this Agreement is found to be void or contrary to law, such term or provision shall be severable from the other terms and provision of this Agreement to the extent necessary to meet the requirements of law. The remainder of the Agreement shall be given effect as if the severed term had not been included. 4.8. Governing Law. This Agreement shall be governed by _____________ law without regard to conflict of law principles. 4.9. Headings. The headings contained in this Agreement have been inserted for convenience of reference only. They shall not be deemed to be a part of this Agreement and shall in no way affect the interpretation of this Agreement. 4.10. Counterparts. This Agreement may be signed in counterparts. APPROVED BY: University By: ___________________________________ Its: ___________________________________ Date: _____________________________     QSSB By: ___________________________________ Its: ___________________________________ Date: _____________________________ PROJECT AGREEMENT
  1. This Project Agreement between [NAME OF QSSB] (QSSB) and [NAME OF RESEARCH INSTITUTION] (Cooperator), shall be governed by the Research Funding Agreement dated [DATE] by and between QSSB and Cooperator, which is incorporated herein by reference.
  2. The funds provided by QSSB shall be used by [NAME OF PRINCIPAL INVESTIGATOR], the Principal Investigator, to conduct the project entitled [TITLE] in accordance with the attached project plan and budget. Cooperator may not materially alter the project plan, budget or investigator(s) without QSSB’s prior written permission.
  3. This Project Agreement shall be effective as of [DATE] and shall terminate on [DATE] unless extended by written agreement of the parties.
  4. QSSB shall provide no more than [$AMOUNT] during the term of this Project Agreement for the project named above, subject to all applicable provisions of the Research Funding Agreement.
Approved and Agreed: [QSSB] By: _____________________________________ Its: _____________________________________ Date: _________________     [COOPERATOR] By: _____________________________________ Its: _____________________________________ Date: _________________