Estudiante

MUESTRA DE UN CONTRATO DE JOINT VENTURE


A continuación se presenta un ejemplo de un contrato de Joint Venture propuesto por el NATIONAL INSTITUTE OF STANDARDS AND TECHNOLOGY.

SAMPLE JOINT VENTURE AGREEMENT

This joint venture agreement is entered into by and between the parties identified in Exhibit A.

Whereas, the Parties have been selected for participation in the AdvancedTechnology Program administered by the National Institute of Standards and Technology ("NIST") as a joint venture to conduct certain specified research;

Whereas, the Parties wish to enter into a joint venture agreement to define their respective roles and responsibilities and thus successfully satisfy the objectives of the Program; and Whereas, the Parties have selected _______________ o serve as theAdministrator (the "Administrator") for the joint venture and wish to authorize that organization to perform certain functions, specifically including executing the NIST Cooperative Agreement and thereby binding all the Parties to the terms and conditions of that Agreement; Now, therefore, the Parties agree as follows:

Article 1: Definitions.

1.1 "Agreement" means this Joint VentureAgreement.

1.2 "Background Technology" means technical information not generated in the course of the Program.

1.3 "Government Use License" means a nonexclusive, nontransferable, irrevocable, paid-up license to practice or have practiced by or on behalf of the United States throughout the world any Subject Invention.

1.4 "NIST Cooperative Agreement" means the funding agreement entered into betweenthe Advanced Technology Program of the National Institute of Standards and Technology (NIST) and the Parties (as executed by the Administrator) for the conduct of the Research Program.

1.5 "Party" or "Parties" means the parties identified in the Form NIST Form-1263 contained in the Proposal and attached to this Agreement as Exhibit A.

1.6 "Patents" shall mean all patents and applicationsrelating thereto resulting from Subject Inventions.

1.7 "Program" or "Research Program" means the research program set forth in Section 3 of the Proposal and included here as Exhibit B.
1.8 "Proposal" means the proposal submitted by the Parties to the Advanced Technology Program, and which has been accepted by the NIST for funding.

1.9 "Subject Invention" means any invention conceived orfirst reduced to practice in the course of the Program.

1.10 "Technology" shall mean all technical information generated in the course of the Program.

Article 2: Administration and Governance.

2.1 Obligations of the Parties. The parties agree to work together to accomplish the objectives of the Program by performing research directly and through the use of contracts, and to that end agree tocarry out their responsibilities as set forth in the Program, the NIST Cooperative Agreement, and the Statement of Work. The Statement of Work is attached to this Agreement as Exhibit C. The Parties agree to contribute funds or in kind services in the amounts set forth in the Form NIST-1263 contained in the Proposal, attached here as Exhibit D.

2.2 Program Management. The Administrator shallperform the day-to-day management and administration of the Program in accordance with all legal and regulatory requirements, including the NIST Cooperative Agreement.

2.3 Management Committee. The Management Committee, composed of one representative of each Party, shall direct the conduct of the Program in all respects, through the Administrator.

Article 3: Proprietary Information. Each ofthe Parties agrees that it will not, either during the term of this Agreement or at any time after its termination, use Technology or Background Technology of another Party for any purpose except the Program and the commercial exploitation of the results of the development work of the Program and it will not divulge such Background Technology to any person without the prior written consent of the...