1. Deliverables.  Title to Deliverables will reside with Customer.  (“Deliverables” is defined in the informational matrix above.) Customer shall grant and hereby grants to University the transferable right to use Deliverables for academic, educational and research purposes. Title to (i) the know-how methodologes, procedures, processes, software and other materials utilized in, provided by, or made available for use in connection with performing the Services, and, (ii) excepting Deliverables, all intellectual property created or developed by the University, including without limitation any inventions and discoveries conceived or first reduced to practice, computer software, and works developed, whether or not protectable by patent or copyright, in the performance of the Services, resides and will reside in University.

2. Acceptance. Acceptance of deliverables will be effected upon University completion of deliverables identified in Box 8 on the University premises or when electronic deliverable has been submitted. Customer has the right to inspect and evaluate work performed or being performed, at all reasonable times and in a manner that will not unduly delay the work.

3. Transfer of Materials to University.  Customer may supply University with “Materials” as defined in the Quotation in accordance with the following terms and conditions. Customer retains ownership and title to any Materials delivered to University under the Quotation, and University will return all Materials not exhausted in the Services upon termination of the agreement and request of the Customer. University agrees that it will: (i) use the Materials solely to complete the Services and for no other purpose unless authorized in writing; (ii) attempt to limit allowed use of the Materials to those individuals necessary for completion of the Services; (iii) not reverse engineer, deconstruct or analyze the Materials in a manner not contemplated by the Quotation. Prior to delivery or acceptance of any Materials, Customer shall provide any and all documentation or user guidance necessary to ensure the safe handling and use of the Materials. Customer represents and warrants that all Materials delivered to University are not, or will not be when subjected to the conditions detailed in the Quotation: hazardous, a select agent or toxin, explosive, highly flammable, biological materials or infringing on third-party intellectual property rights. University Units are not allowed to accept such Materials. Customer shall indemnify, defend and hold harmless the University from all claims, losses, damages, costs (including attorney fees), and liabilities resulting from the use or handling of the Material, provided that Materials were used substantially in accordance with any Customer provided documentation for the safe handling of the Materials.

4. Liability.  Customer acknowledges that access to the Services and Materials is not controlled or video-monitored and that access is on the honor system.  University is not responsible for any damage to Customer's Materials, no matter the cause, including but not limited to damage caused by negligence, mistake, power outage, other user errors, or theft.  Customer is solely responsible for any liability arising out of Customer’s use of or reliance upon Deliverables or anything generated from the Deliverables.

5. Validity. This Quotation is valid for 45 days from the date of quotation.

6. Rate. Rate subject to change with 30 days’ notice to apply to work not yet started.

7. Export Controls. Customer will not disclose to University any information nor provide University with any item(s) that are either export-controlled under International Traffic in Arms Regulations, or that appear on the Commerce Control List (except as EAR99) of the Export Administration Regulations. Neither party shall export, directly or indirectly, any such information or items to any country which the U.S. Government at the time of export requires an export license or other Government approval without first obtaining such license or approval. University has no obligation to restrict, foreign national access in support of this effort.  

8. Governmental Immunities.  Regardless of governing law, venue, or jurisdiction, with respect the University’s status, rights, and obligations as a state institution and the governmental and sovereign immunities afforded the University as a state institution, including, without limitation, under the Colorado Governmental Immunity Act, CRS §§ 24-10-101 et seq., the laws of the State of Colorado control. This Paragraph is governed and construed in accordance with the laws of the State of Colorado.

9. University Facilities Use Details. Subject to these terms and conditions and upon request, Customer may request and University may provide Customer with office, laboratory or other work space, equipment and/or supplies (hereinafter referred to both individually and collectively as, the “University Facilities”), as the University deems appropriate. The University reserves the right to reasonably modify, change or revise the University Facilities that Customer uses. Customer shall use the University Facilities only as directed by the University and in compliance with all applicable laws and regulations. The University reserves the right to revoke at any time access to all or any portion of the University Facilities. Use shall not interfere in any manner with the University’s research, operations, or another third party use authorized by the University.

9.1 If University permits Customer access to or use of University Facilities, Customer must maintain, at its own expense and for the duration of any and all use: General Liability coverage with limits of not less than $2,000,000 combined single limit; where applicable, auto coverage for owned and non-owned auto liability with limits of not less than $1,000,000; where applicable, fire coverage limits not less than $1,000,000; where applicable, pollution liability coverage if use or storage of hazardous or regulated materials is anticipated; where applicable, workers’ compensation coverage at required statutory limits. All insurance policies shall name the Regents of the University of Colorado, a body corporate, as additional insured. The certificate Holder shall be: The Regents of the University of Colorado, University Risk Management, 1800 Grant Street, Suite 700, Denver, CO 80203-1187. Certificates must be provided at the time of Customer acceptance of Quotation and prior to University beginning Services and shall be sent via e-mail to: URM@CU.EDU. Policies shall be primary to all other coverage that may be concurrently in effect. All policies shall be underwritten by a company licensed to do business in the State of Colorado.

9.2 Customer shall be solely responsible for its use of University Facilities and shall indemnify and hold harmless The Regents of the University of Colorado, its officers, administrators, agents, employees, and students from and against any and all claims or demands or damages in any way arising from Customer’s use of University Facilities. Indemnification shall not be limited and shall include any liability or payment (including costs and attorney’s fees) by reason of any damages or bodily injury (including death) sustained by any person or persons or on account of damage to property, including the loss or use thereof arising out of or in connection with the use.

9.3 Customer may use the University Facilities only for authorized purposes consistent with the project related to the Services and only to the extent that those purposes or functions for which the equipment was safely designed. Customer shall immediately notify the Unit in the event of any problems with the University Facilities. Customer shall refrain from use of University Facilities if functionality or safety is or appears to be compromised.  Customer shall comply with all applicable local, state, and federal laws and regulations, in addition to all applicable University policies, rules and procedures. Customer shall review and abide by any and all applicable laboratory safety/operations plan/rules as provided by University prior to use and to follow all rules and directions from University personnel regarding use.

10. Confidential information (“Information”) is information that is not generally known to the public, and may include data, technical and non-technical materials, designs, processes, software, strategies, product samples, specifications, or any other financial or business information.  This Quotation applies to protect only Information, whether or not patentable, furnished by one party of this Quotation (“disclosing party”) to the other (“receiving party”), that is clearly marked “Proprietary” or “Confidential,’ or that, if disclosed orally or in some other intangible form, is identified as confidential at the time of disclosure and thereafter in a written summary sent to the receiving party by the disclosing party, within 15 days of the date of intangible disclosure.  For absence of doubt, this agreement shall not be considered Information.

This Quotation imposes no obligation upon the receiving party with respect to Information that: (a) was known to the receiving party prior to receipt from the disclosing party; (b) is or becomes public through no fault of the receiving party; (c) is rightfully received by the receiving party from a third party without a duty of confidentiality; (d) is disclosed by disclosing party to a third party without a duty of confidentiality; (e) is independently developed by the receiving party without use of the disclosing party’s Information, as demonstrated by written evidence; or (f) receiving party is required by law to disclose, including the Colorado Open Records Act (C.R.S. § 24-72-201 et seq.); or (g) is disclosed by the receiving party after the disclosing party’s prior consent.

The receiving party agrees to maintain the disclosing party’s Information in confidence and to use the disclosing party’s Information for the sole purpose of conducting the Services.  The obligations of confidentiality and non-use of Information will terminate upon 3 years from the completion of the Quotation.

11. Disclaimer of Warranties.  UNIVERSITY SERVICES, FACILITIES, EQUIPMENT, AND SUPPLIES ARE PROVIDED “AS IS’ WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. UNIVERSITY EXPRESSLY DISCLAIMS AND EXCLUDES ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL UNIVERSITY, ITS OFFICERS, AGENTS OR EMPLOYEES BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER IN AN ACTION IN CONTRACT OR TORT ARISING OUT OF THIS QUOTATION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

12. Termination.  Either party may terminate this Quotation upon 30 days’ prior written notice to the other. Customer shall be responsible for all costs and any non-cancellable obligations incurred by the University up to the date of termination. University shall return any prepayment by Customer in excess of such sums.

13. Governing Law. This Quotation shall be governed by, and the parties agree to the exclusive jurisdiction of courts within, the State of Colorado.

14. Publicity. Neither party shall use the name or logo of the other party in any advertising, sales promotion nor other publicity matter, without prior written approval.

15. Independent Contractor. In the performance of this agreement, neither party is authorized or empowered to act as agent for the other party nor shall one party be bound by the acts or conduct of the other party. Each party shall act as an independent contractor and not as an employee of the other. The parties, nor any agent or employee of either party, shall not be entitled to unemployment insurance or workers compensation benefits through the other party.