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EXHIBIT 10.2
AGREEMENT BETWEEN
INTEGRAL TECHNOLOGIES, INC.
AND
WEST VIRGINIA UNIVERSITY RESEARCH CORPORATION
ON BEHALF OF
WEST VIRGINIA UNIVERSITY
This Agreement effective as of this 9th day of February 1996 by and
between Integral Technologies, Inc. a corporation having its principal place of
business at #▇▇▇-▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇., ▇▇▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇ hereinafter referred
to as "Sponsor" and the West Virginia University Research Corporation on behalf
of West Virginia University, an institution having an address of ▇.▇. ▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, hereinafter referred to as "University".
RECITALS
1. University has on its staff ▇▇▇▇▇ ▇. ▇▇▇▇▇, who has proposed a
research Project (hereinafter defined) entitled "RF Quarter-Wave Coaxial Cavity
Resonator".
2. Sponsor desires to support the research Project by providing
financial support sufficient to pay costs of the research Project.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter recited, the parties agree as follows:
ARTICLE I
DEFINITIONS
Section 1.00. General. When used in this Agreement, each of the
following terms shall have the meaning as set forth in this Article 1.
Section 1.01. "Project" means research under the direction of
▇▇▇▇▇ ▇. ▇▇▇▇▇, West Virginia University. A detailed description of the Project
is provided in Appendix 1, which is incorporated herein and made a part of this
Agreement.
Section 1.02. "Project Leader" means ▇▇▇▇▇ ▇. ▇▇▇▇▇.
Section 1.03. "Project Team" means the Project Leader and person(s)
working under his direction and control.
Section 1.04. "Project Funds" means funds provided by Sponsor in
support of the Project.
ARTICLE II
FUNDING OF PROJECT
Section 2.00. Duration of Funding. Subject to the fulfillment of all
terms and conditions of this Agreement, Sponsor shall provide Project Funds for
the period February 1, 1996, to January 31, 1997, in accordance with the budget
set forth in Appendix 1, which is incorporated herein and made a part of this
Agreement. The University and Project Leader shall use the Project Funds in
substantially the manner designated in said budget.
Section 2.01. Scheduling of Payments. Project Funds during this
Agreement shall be paid to University monthly based on invoices submitted by the
University.
Section 2.02. Reporting. In order to enable Sponsor to comply with
applicable federal tax laws and regulations, the University, if requested by
Sponsor, shall report within sixty (60) days after the close of each calendar
year, the dollar amount of the Project Funds which were expended on research
activities during the year.
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ARTICLE III
PLANNING AND EXECUTION OF PROJECT
Section 3.00. Planning and Review. Upon execution of the Agreement and
form time to time during the term of the Agreement, the Project Leader and
representative of Sponsor shall meet to discuss the progress of the Project.
Section 3.01. Conduct of Studies. All work done in connection with the
Project shall be carried out in strict compliance with all applicable laws,
regulations, or guidelines governing the conduct of research at the site where
such studies are being conducted.
Section 3.02. Personnel of Project Team. Upon initiation of the
Project shall, the Project Leader shall provide Sponsor with a roster of
personnel comprising the Project Team, and shall thereafter update the roster
whenever the composition of the Project team changes. If for any reason the
Project Leader ceases to be associated with University or otherwise becomes
unavailable to work on the Project, Sponsor at its option, may terminate this
Agreement. Upon termination, Sponsor shall be relieved of its obligation to make
any further payments of Project Funds.
ARTICLE IV
RESULTS OF PROJECT
Section 4.00. Reports. The Project Leader, upon completion of the
Project, shall promptly provide Sponsor with a comprehensive written report.
Section 4.01. Patented Inventions. In the event that a patentable
invention is conceived or reduced to practice or improvements made thereof in
the course of the Project by one or more members of the Project Team, said
inventions or improvements shall be owned by the University and managed in
accordance with the pre-existing license agreement between the University and
Integral Concepts Incorporated (ICI) provided as Attachment 2 to this Agreement
and the sublicense between ICI and the Sponsor. The University shall file or
cause to have filed a patent application covering such invention(s) upon the
request of Sponsor and at Sponsor's expense. University shall have title to any
such patent applications and to any paten or patents maturing therefrom.
University shall have the right to file at its own expense any patent
applications if Sponsor does not request such filings. Out-of-pocket expenses
incurred by Sponsor in the filing, prosecution, or maintenance of patent
applications or patents relating of the Project (Patent Costs) shall be credited
against any royalties which may become payable to University by Sponsor.
Section 4.02. Filing and Prosecution of Patent Applications. Filing
and prosecution of patent applications on inventions, the coverage of which is
requested by Sponsor, shall be carried out by counsel mutually agreeable to both
parties.
Section 4.03. Confidentiality. Except as otherwise expressly provided
in the Agreement, University and the members of the Project Team shall use their
best efforts to retain in confidence, for a period sufficient for steps to be
taken to secure adequate patent protection, all information generated under the
Project or received from Sponsor during the course of the Project. Such
information may however, be disclosed insofar as such disclosure is necessary to
allow University or the Project Team and its individual members to defend
against litigation, to file and prosecute patent applications, or to comply with
governmental regulations. Such obligation of confidentiality shall be waived as
to information which (i) is in the public domain, (ii) comes into the public
domain through no fault of the party claiming waiver, (iii) was known to the
party claiming waiver prior to its disclosure by ______ (iv) is disclosed to the
party claiming waiver by a third party having a lawful right to make such
disclosure or (v) both the University and Sponsor agree, in writing to make a
disclosure. Approval or disapproval shall be given within ten (10) working days
of receipt of the request and neither party shall unduly
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withhold their approval. Requests for disclosure approval shall be submitted to
the parties identified below:
Requests from Sponsor to University shall be sent to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Office
of Sponsored Programs, West Virginia University, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
Request form University to Sponsor shall be sent to
▇▇▇▇▇▇▇ ▇▇▇▇ /s/, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ /s/, or ▇▇▇▇▇▇ ▇▇▇▇▇ /s/
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ARTICLE V
TERM AND TERMINATION
Section 5.00. Term. This agreement shall remain in effect unless
sooner terminated in accordance with the provisions of Section 3.02, 5.02, or
extended pursuant to Section 5.01.
Section 5.01. Extension. By mutual agreement of the Project Leader,
University, and Sponsor, this Agreement may be extended for additional periods
with additional funding.
Section 5.02. Voluntary Termination. Either party may terminate this
Agreement at any time upon ninety (90) days advance written notice.
Section 5.03. Termination for Breach. If either party shall be in
default of any of its obligations under this Agreement and shall fail to remedy
such default within sixty (60) days after receipt of written notice thereof, the
party not in default shall have the option of terminating this Agreement by
giving written notice of termination.
Section 5.04. Effect of Termination of Expiration. Termination or
expiration of this Agreement shall not affect the rights and obligations of the
parties accrued prior to termination or expiration. Sponsor shall reimburse the
University for all costs incurred to date of termination and the parties shall
negotiate settlement for non-cancelable obligations made prior to termination.
ARTICLE VI
DISCLOSURE OF AGREEMENT
Section 6.00. Disclosure of Agreement. Except as required by law,
neither University nor Sponsor shall release any information to any third party
with respect to the existence or terms of this Agreement without the prior
written consent of the other. This prohibition includes, but is not limited to,
press release, educational and scientific conferences, promotional materials,
government filings, and discussions with lenders, investment bankers, public
officials, and the media.
If either party determines a release of such information is required by
law, it shall notify the other in writing as soon as possible before the date of
the proposed release. The notice shall include the exact text of the proposed
release and the time and manner of the release. If requested, the party seeking
to release information shall furnish to the other an opinion of counsel that the
release of all information is required by law. At the other party's request and
before the release, the party desiring to release the information shall consult
with the other party on the necessity for the disclosure and the text of the
proposed release. In no event shall a release include information regarding the
existence of terms of this Agreement that is not required by law.
ARTICLE VII
MISCELLANEOUS PROVISION
Section 7.00. No Agency. It is understood and agreed that University
shall have the status of any independent contractor under this Agreement and
that nothing in this Agreement
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shall be construed as authorization for either party to act as agent for the
other. Members of the Project Team shall be and shall remain employees of
University, and Sponsor shall not incur any liability for any act or failure to
act by members of the Project Team individually or collectively. Members of the
Project Team, employees of University, and University shall not incur any
liability for any act by employees of the Sponsor.
Section 7.01. Force Majeure. Each party hereto shall be relieved of
its obligations hereunder to the extent that fulfillment of any such obligation
shall be prevented by acts beyond the reasonable control of the party affected
thereby.
Section 7.02. Amendment. This Agreement may not be amended,
supplemented, or otherwise modified except by instrument in writing signed by
both parties.
Section 7.03. Applicable Tax Law. This Agreement shall be construed
and the rights of the parties determined in accordance with the laws of the
State of West Virginia.
Section 7.04. Titles. The titles of the Articles and Sections of this
Agreement are for general information and referenced only, and this Agreement
shall not be construed by reference to such titles.
Section 7.05. Notices. Any notice required or permitted to be given
under this Agreement shall be in writing and shall be deemed to have been
sufficiently given for all purposes hereof if mailed by first class certified or
registered mail, postage prepaid, addressed to the party to be notified at its
address shown at the beginning of this Agreement or such other address as may
have been furnished in writing to the notifying party.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, in
duplicate originals, by their respective officers thereunto duly authorized, the
day and year herein written.
WEST VIRGINIA UNIVERSITY INTEGRAL TECHNOLOGIES, INC.
RESEARCH CORPORATION ON BEHALF
OF WEST VIRGINIA UNIVERSITY
ATTEST: ATTEST:
BY: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ BY: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ /s/
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SIGNATURE SIGNATURE
TYPED NAME: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ TYPED NAME: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
TITLE: SECRETARY TITLE: PRESIDENT
DATE: 02/06/96 DATE: FEBRUARY 9, 1996
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