Purpose of the Grant.  The purpose of this grant is to investigate “TITLE” as further described in your submission of specific aims that was reviewed by the Science Advisory Board (SAB) for the Ara Parseghian Medical Research Fund (APMRF) at Notre Dame and approved for funding at the level described in your proposal (the “Proposal”) and budget (the “Budget”; together, the “Project”).

Use of Grant Funds.  Grant funds may only be used for the Project in the manner prescribed therein. Any grant funds unexpended or uncommitted at the end of the Grant Period must be promptly returned to the University. Any Budget cost category change of more than 10% must be approved in writing by the University in advance. You may not use the grant funds to reimburse any expenses you chose to incur prior to the Start Date.

Subgrants and Subcontracts. You may select subgrantees and subcontractors for the Project. You, and not the University, are responsible for ensuring that all subgrantees and subcontractors use grant funds consistent with this Grant Agreement and the Proposal.

Reports and Expectations. Acceptance of this award is contingent upon the principal investigators attending the annual Scientific Conference on Niemann-Type C Disease.  You will be asked to present data emanating from this award.  This information will be held confidential.  Expenses related to your attendance and participation will be covered.  We also ask that you submit a 1-page write-up to the University detailing your results and progress.  This information will be held confidential.

Report Format. You are required to submit one report regarding the expenditure of grant funds and your progress on the Project.  At a minimum, your reports shall contain your results, any publications or presentations from this research, and reassurance that funds were spent how you suggested in the budget portion of your grant.  You also agree to submit other reports that the University may reasonably request.

Record Maintenance and Inspection. The University requires that you maintain adequate records for the Project to enable the University to easily determine how the grant funds were expended, consistent with the Compliance requirements set forth below and the scope of the Project as defined herein. Your books and records must be made available for inspection by the University or its designee at reasonable times to permit us to monitor and conduct an evaluation of operations under this grant.

Compliance. The University has the right at its discretion to terminate or suspend the grant or withhold payment if (a) the University is not reasonably satisfied with your progress on the Project; or (b) significant leadership or other changes occur that the University believes may threaten the Project; or (c) you fail to comply with any term or condition of this Grant Agreement. On termination, if requested by the University, you agree to promptly return to the University any unspent and uncommitted grant funds (as of the date of termination) previously distributed to you by the University for the Project.  At all times during the term of this Grant Agreement, you shall adhere to all applicable laws, statutes, regulations, ordinances and codes in performing its obligations arising out of the Project, including without limitation the U.S. Foreign Corrupt Practices Act (15 U.S.C. §§ 78dd-1 et seq.), which makes it unlawful for certain classes of persons and entities to make payments to foreign government officials to assist in obtaining or retaining business.  Additionally, You shall maintain at all times a Conflict of Interest program consistent with the Public Health Service requirements set forth in 42 C.F.R. Part 50, Subpart F, and maintain financial and administrative systems in compliance with 2 C.F.R. 200 et seq.


Indemnification.  To the fullest extent allowed by law, You agree to indemnify, defend and hold the University harmless from and against any and all liability, loss, and expense (including reasonable attorneys’ fees and expenses) or claims for injury or damages arising out of or resulting from, or that are alleged to arise out of or result from, the actions or omissions by you or of any of your officers, agents, employees, subgrantees, contractors or subcontractors with respect to the grant. You agree that any activities by the University in connection with the Project, such as its review or proposal of suggested modifications to the Project, will not modify or waive the University’s rights under this paragraph.

Publications. You will seek prompt publication of any data and results generated from the Project in a peer-reviewed journal, treatise or trade publication, as applicable. Such publication may be delayed for a reasonable period for the sole purpose of seeking patent protection, provided the patent application is drafted, filed and managed in a manner that best furthers the purpose of this grant. You will also use good faith efforts to ensure that your subcontractors and sub-grantees likewise seek prompt publication of any data and results generated from the Project.  You will cite all actual or pending publications in the next progress or final report that you submit to the University.

Intellectual Property.  Intellectual property developed by You under this Grant Agreement shall be owned by You, subject to the terms herein.  You shall communicate with and cooperate with the University in the identification and protection of all intellectual property developed under the Project.  The University shall have the opportunity to comment on patent applications or other legal protection with Your reasonable cooperation.  You will decide within 12 months (but in no case less than 6 months from any legal bar date precluding application for protection) of disclosure to the University of Project intellectual Property whether You intend to seek appropriate legal protection of such Project-developed intellectual property. In the event that you elect to pursue legal protection of Project-developed intellectual property, You shall prepare and file appropriate patent applications or pursue other appropriate legal protection covering the intellectual property.  In the event that You elect not to file patent protection or pursue other appropriate legal protection, or fail to fully prosecute patent protection, or otherwise fail or cease to protect intellectual property developed under the Project, the University shall have the right to claim ownership of and protect such intellectual property. In such case, You agree to execute all necessary documents to effect transfer of ownership of intellectual property rights to the University in order to allow the University to protect such intellectual property.  In the event that You elect to pursue legal protection of intellectual property, You shall diligently seek commercialization of such intellectual property and continue to communicate with the University with respect to such commercialization efforts.  In the event that You license intellectual property, any license agreements resulting shall specify, at a minimum, royalties, reimbursement of patent costs, due diligence terms, and indemnification against all claims resulting from the commercialization of such intellectual property and a disclaimer of warranties related to Your licensing of such intellectual property, such indemnification to extend to the University in addition to You. You shall reserve for the University and You the nonexclusive right to practice all intellectual property rights for educational, research and internal purposes, as well as the ability to grant licenses for other not-for-profit organizations to practice such intellectual property rights for internal educational research purposes.  In the event that any research has been funded by US government sources, all necessary rights shall be reserved to the US government as required by law.  In the event that You should fail to license intellectual property or elect not to pursue a license for any reason, within two (2) years from the date of disclosure of such intellectual property to the University, the University shall automatically obtain an exclusive license to allow the University to pursue licensing of such intellectual property rights at the University’s discretion. Such exclusive license will be perpetual, irrevocable, fully paid-up, non-royalty bearing, assignable, sublicenseable, and worldwide. The exercise of these exclusive rights by the University shall be effective only to the extent that You have not executed an arm’s-length, commercially reasonable transaction for the development or commercialization of intellectual property under this Grant Agreement within the two-year period. Notwithstanding the foregoing, the University shall perpetually have the nonexclusive right to exercise its rights under this provision in the event that You cease to pursue commercial rights as anticipated hereunder.  In consideration of the University’s investment in this Project, You shall share with the University ten percent (10%) of all royalties or other consideration received for the licensing or other commercialization of intellectual property under the Project-developed intellectual property in order to maintain the viability of the Ara Parseghian Medical Research Fund.  You shall keep full and accurate records of all accounts and records necessary for the University to verify payments of all royalties or other consideration with respect to the commercialization of intellectual property under this Grant Agreement.  You shall also provide a written report annually to the University of revenues resulting from the commercialization of the intellectual property and the University’s share thereof.

Grant Announcements, Public Reports and Use of University Name and Logo. If you wish to issue a press release or announcement regarding the award of this grant, you must obtain advance approval from the University of the press release and the date of release. You also agree to obtain advance approval from the University for any other use of the University’s name or logo. Please contact the Director of Marketing and Communications for the College of Science at the University prior to any press release, announcement or other publication, or proposed use of its name or logo. This grant is being funded by the Ara Parseghian Medical Research Fund through the Michael, Marcia and Christa Parseghian Endowment for Excellence in Niemann Pick Type C Research and should be noted in any presentations or publications resulting from this grant.

Equipment.  You shall hold title in any equipment and materials that You purchase, acquire, or fabricate with funds provided under this Grant Agreement, as described in the Project

Counterparts; Original. This Grant Agreement, including any amendments, may be executed in counterparts which, when taken together, will constitute one Grant Agreement. Copies of this Grant Agreement will be equally binding as originals and faxed or scanned and emailed counterpart signatures will be sufficient to evidence execution, though the University may require you, the grantee, to deliver original signed documents.

Assignment. This Grant Agreement and any of the rights or obligations under this Grant Agreement may not be assigned without the University’s prior written consent. An assignment includes (a) any transfer of the Project; (b) an assignment by operation of law, including a merger or consolidation, or (c) the sale or transfer of all or substantially all of your organization’s assets.

Independent Contractors.    The University and You are and will remain independent contractors and nothing herein will be construed to create a partnership, agency, or joint venture between the Parties for federal or state law purposes. Each Party will be responsible for wages, hours, and conditions of employment of its respective personnel during the term of, and under, this Grant Agreement.

Entire Agreement, Severability and Amendment.  This Grant Agreement is our entire agreement and supersedes any prior oral or written agreements or communications between us regarding its subject matter.   The provisions of this Grant Agreement are severable so that if any provision is found to be invalid, illegal, or unenforceable, such finding shall not affect the validity, construction, or enforceability of any remaining provision. This Grant Agreement may be amended only by a mutual written agreement of the parties.

Law and Jurisdiction.  This Grant Agreement shall be interpreted, construed, and enforced in accordance with the laws of the State of Indiana, United States of America.  In the event of a dispute relating to this agreement both parties hereby consent to the jurisdiction of the Federal and State courts of the State of Indiana.