Joint venture agreement

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7.- 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 havebeen selected for participation in the Advanced
Technology 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; andWhereas, the Parties have selected _______________to serve as the
Administrator (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 Venture Agreement.
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 CooperativeAgreement" means the funding agreement entered
into between the 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
ExhibitA.
1.6 "Patents" shall mean all patents and applications relating 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 or first 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
directlyand through the use of contracts, and to that end agree to
carry 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 asExhibit D.
2.2 Program Management. The Administrator shall perform 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 theAdministrator.
Article 3: Proprietary Information. Each of the 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...