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 methodology, procedures, and processes utilized in 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 its defined Material to University for the Services. The Customer retains ownership of the Materials. The University agrees that the Material: (i) will only be used by the University to carry out the Services; (ii) will only be used by its employees who have a need to further the Purpose; and (iii) will not be reverse engineered, deconstructed, or analyzed to determine the structure or composition of the Material, unless stated in the informational matrix above regarding Services to be provided. Customer represents and warrants that it shall not provide (and Unit may not accept) any materials that are highly explosive or combustible, contain biologics, select agents or toxins (including those identified at https://www.selectagents.gov/SelectAgentsandToxinsList.html), or otherwise hazardous. Customer shall indemnify, defend and hold University harmless from and against any claims, losses, damages and liabilities suffered by the University as a result of breach of this representation and warranty.
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 Material, 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 from which a party may derive economic value as long as it is kept confidential by a party using reasonable means. Information shall only include information, data, technical and non-technical materials, designs, processes, product samples and specifications, financial or business information, whether or not patentable, furnished by one party of this Quotation (“disclosing party”) to the other (“receiving party”), either directly or indirectly, in writing or tangible form, and clearly marked “Proprietary” or “Confidential,’ or which if disclosed orally or visually, is reduced to writing by the disclosing party, clearly marked Proprietary or Confidential and transmitted to the receiving party within 15 days of disclosure. For absence of doubt, this Quotation shall not be considered Information.
A receiving party’s obligations to protect the Information of the disclosing party shall not include information that:
- at the time of disclosure had been previously published or was otherwise in the public domain through no fault of receiving party;
- becomes public knowledge after disclosure unless such knowledge results from a breach of this Quotation;
- was already in receiving party’s possession prior to the time of disclosure as evidenced by written records kept in the ordinary course of business or by proof of actual use thereof;
- is independently developed by receiving party without use of the disclosing party’s Information;
- is not disclosed or subsequently reduced to writing and labeled with an appropriate proprietary legend within 15 days of disclosure;
- becomes known to receiving party from a source other than the disclosing party in a manner that does not knowingly breach an obligation of confidentiality owed to the disclosing party; or
- is approved for release or use by written authorization of the disclosing party.
10.1 The receiving party’s duty to protect the Information in accordance with the terms of this Quotation will expire 3 years from the expiration/termination of the Quotation.
10.2 The receiving party shall protect the Information using the same degree of care to prevent unauthorized access to the Information as the receiving party uses to protect its own Information of a like nature. The receiving party may use the Information solely to fulfill the purpose of this Quotation and, subject to obligations described in the following paragraph, shall disclose such Information only to its employees and consultants that need to know such Information to fulfill the purpose of this Quotation.
10.3 Notwithstanding the foregoing, the receiving party may disclose Information as required by law, court order, or government regulation; provided however, that the receiving party provides notice to the disclosing party to provide disclosing party with an opportunity to minimize or oppose such disclosures. Customer acknowledges that University is subject to the Colorado Open Records Act (C.R.S. §§ 24-72-201 et seq.) (“CORA”) and that University’s obligations under CORA supersede its obligations under this provision. Appropriately marked Information shall be treated by University as confidential/proprietary to the extent permitted under CORA.
10.4 Either party may decline to accept Information provided under this Quotation prior to its disclosure and nothing herein obligates either party to disclose its own Information.
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.