RESEARCH AGREEMENT The University of Victoria, represented by its UVic Genome BC Proteomics Centre a research unit of the University of Victoria And: Name of Client (“PC”) at the following address: UVic Genome BC Proteomics Centre 3101-4464 Markham Street Victoria BC V8Z 7X8 Tel.: (250) 483-3226 Fax: (250) 483-3238 www.proteincentre.com (“Client”) at the following address: Business/Mailing Address of Firm Postal Code: Tel.: Business Phone No. Fax: The Parties agree as follows: 1. PC shall perform the research activities described in the Statement of Work set out in Schedule A (the “PC Work”) in accordance with the terms of this Agreement. 2. This Agreement consists of the following parts (together, the “Agreement”), each of which shall be construed as an integral part of this Agreement: This signature page Schedule ‘A’ – Statement of Work Schedule ‘B’ – Sample Submission Form (if applicable) Schedule ‘C’ – Terms and Conditions available at http://www.proteincentre.com/terms or upon request from PC Schedule ‘D’ – Additional Terms and Conditions (if attached) 3. Client confirms that it has read this Agreement, including Schedule ‘C’ Terms and Conditions, before signing it. 4. To the extent the Client will provide any material or intellectual property not freely available for use or that may limit PC’s ability to use, commercialize or publish intellectual property arising from PC Work, the Client has provided PC with particulars of such limitations. 5. The individual(s) signing below for Client warrants by her/his signature hereon that she/he has authority to bind Client. 6. Upon signature by PC and Client this Agreement shall form a binding agreement between PC and Client. Client sector:  Canadian public sector (government, academia, not-for-profit, hospital, etc.)  Private sector (industry, private consulting, etc.) Project Title: _______________________________________________________________(the “Project”) Client scientific lead:_______________________________________________ ___ (the “Project Leader”) Project Leader Phone #:__________________ Fax #:__________________ Email:_________________________________________ Signed on ___________ __, 201_ by the University of Victoria by its duly authorized signatories: Signed on ___________ __, 201_ by Client by its authorized signatory (ies): Signature: Signature(s): Print name: Signature: Print names(s): Print name: CLIENT’S ATTENTION IS SPECIFICALLY DRAWN TO SCHEDULE ‘C’ – TERMS AND CONDITIONS GOVERNING THIS AGREEMENT WHICH IS AVAILABLE AT http://www.proteincentre.com/terms OR UPON REQUEST FROM PC AND FORMS PART OF THIS AGREEMENT. EXECUTING PARTIES’ ATTENTION IS DRAWN TO SCHEDULE ‘A’ – STATEMENT OF WORK, TO BE SIGNED BY EACH PARTY’S DULY AUTHORIZED SIGNATORIES IN ACKNOWLEDGMENT OF THE TERMS THEREIN. v 2014 012 18 Page 1 of 7 RESEARCH AGREEMENT Schedule ‘A’: Statement of Work This Statement of Work is based on information provided by the Project Leader to the University of Victoria Genome BC Proteomics Centre (“PC”). Performance of the work described herein is subject to the terms and conditions available at http://www.proteincentre.com/terms and available on request from the PC. Project title: Work Request Information ____________________________________________________________ (the “Project”) Is the Project funded by Genome Canada?  Yes  No 1. Summary of work requested by Client Project overview: Project objectives: PC area: Requested PC work: (check all that apply) Details of requested PC work: Nature of PC involvement:       Proteomics  Metabolomics Technology development (e.g., new assay / protocol / method) Sample preparation and/or analysis Bioinformatics Training Other  Collaboration - Proteomics  Client requires an option for an  exclusive OR  non-exclusive commercial license for arising intellectual property  Collaboration – Metabolomics  Fee-for-service - Proteomics  Fee-for-service - Metabolomics If the work is anticipated to involve both collaborative and fee-for-service elements, create separate Statements of Work for each. Anticipated duration once work is initiated: v 2014 012 18 Page 2 of 7 RESEARCH AGREEMENT Output(s) to be provided to Client: (add rows as needed) 2. Client material Description Timeframe 1. 2. Note: Unless otherwise specified herein, PC will include in the report of Project findings to Client a summary of work performed by PC. The following material or information (together, the “Client Materials”) shall be provided by Client to PC for performance of the work set out herein. a) ___________________________________________________________________________ b) ___________________________________________________________________________ (add more lines as needed)  PC may retain any portion of Client Materials not used in the performance in the work set out herein, and may use such retained materials for educational and noncommercial research purposes. OR  PC will have no rights to utilize Client Materials for any purpose other than the performance of the work set out herein, and must, at the conclusion or termination of the work set out herein,  return any unused Client Materials. OR  destroy any unused Client Materials. 3. Budget Task Units Cost Per Unit Total Cost 1) X X $X $X 2) X X $X $X PC indirect costs (insert more rows as needed) Subtotal/Direct Costs (minimum 25% of direct costs or such other percentage as is established in accordance with policy) Not applicable to Canadian public sector or Genome Canada funded projects. PC platform support fee (minimum 20% of direct costs excluding consumables) Not applicable to Canadian public sector or Genome Canada funded projects) TOTAL v 2014 012 18 $X $X $X $X Page 3 of 7 RESEARCH AGREEMENT Statement of Work Acceptance/Signatures: Reviewed and approved by Proteomics Centre Director or designate: Signature Print Name Date v 2014 012 18 Page 4 of 7 RESEARCH AGREEMENT Schedule ‘B’: Sample Submission Form Online at http://www.proteincentre.com/services/order v 2014 012 18 Page 5 of 7 RESEARCH AGREEMENT Schedule ‘C’: General Terms and Conditions Online at http://www.proteincentre.com/terms v 2014 012 18 Page 6 of 7 RESEARCH AGREEMENT Schedule ‘D’: Additional Terms and Conditions NTD: Additional terms and conditions are developed on a case-by-case basis to reflect any particular terms and conditions that may apply to a specific work request. v 2014 012 18 Page 7 of 7
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