MEMORANDUM OF AGREEMENT

　　8.publicity.?

　　sponsor will not use the name of university, nor of any member of university's project staff, in any publicity, advertising, or news release without the prior written approval of an authorized representative of university.?university will not use the name of sponsor, nor any employee of sponsor, in any publicity, advertising, or news release without the prior written approval of sponsor.

　　9.insurance.?

　　university represents that it has adequate liability insurance, such protection being applicable to officers, employees, and agents while acting within the scope of their employment by university.?the university has no liability insurance policy as such that can extend protection to any other person.

　　10.background intellectual property.?

　　“background intellectual property” means property and the legal right therein of either or both parties developed before or independent of this agreement including inventions, patent applications, patents, copyrights, trademarks, mask works, trade secrets and any information embodying proprietary data such as technical data and computer software.

　　both parties agree to provide the background intellectual property necessary to complete the objectives of the project.?both parties shall retain all rights to their respective background intellectual property provided for this purpose.?neither party shall assume any rights in the other party’s background intellectual property provided for this project other than the right to use said background intellectual property to achieve the objectives of this project.

　　11.project intellectual property.?

　　“project intellectual property” means the legal rights relating to inventions (including subject inventions as defined in 37 cfr 401), patent applications, patents, copyrights, trademarks, mask works, trade secrets and any other legally protectable information, including computer software, first made or generated during the performance of this agreement.

　　ownership of project intellectual property shall vest in the party whose personnel conceived the subject matter and diligently pursued reducing the subject matter to practice, and such party may perfect legal protection therein in its own name and at its own expense.?jointly made or generated project intellectual property shall be jointly owned by the parties unless otherwise agreed in writing.the parties agree to disclose to each other, in writing, each and every invention which may be patentable or otherwise protectable under the united states patent laws in title 35, united states code.the parties acknowledge that they will disclose inventions to each other and the awarding agency within two (2) months after their respective inventor(s) first disclose the invention in writing to the person(s) responsible for patent matters of the disclosing party.?all written disclosures of such inventions shall contain sufficient detail of the invention, identification of any statutory bars, and shall be marked confidential, in accordance with 35 u.s.c. 205.