EC Found - Research Process - Introduction

Research Process

ELECTRI International CONTRACT

Contract No. ___; Accounting Invoice Code No. __
title

This Contract is made and entered into as of the ___ day of ___, 200_, by and between ELECTRI International, Inc. ("ECF") and _________________________ (the "Recipient"). The foregoing entities or individuals may be referred to as either (1) a "Party" in their individual capacity or (2) the "Parties" in their collective capacity.

WITNESSETH

WHEREAS, ECF is a not-for-profit corporation organized and existing under the laws of the State of Maryland for the purpose of promoting education and research activities in the field of electrical contracting.

WHEREAS, ECF makes grants and awards to qualified recipients to engage in research and other activities which benefit the field of electrical contracting.

WHEREAS, Recipient has submitted a proposal entitled, "______________________ ________________________________________" (the "Proposal"), attached as Exhibit A.

WHEREAS, Recipient desires to receive funds to perform the activities described in the Proposal.

NOW, THEREFORE, in consideration of the promises and covenants contained herein, the Parties agree as follows:

AGREEMENT

SCOPE OF WORK
Recipient shall perform the activities and obligations described in the Proposal (the "Work") and this Contract.

TRAVEL REIMBURSEMENT POLICY
Travel to the January Task Force meeting and one NECA Convention for the purpose of presenting your research to the ELECTRI Council will not be reimbursed, as the costs should have been included in your original proposal. Travel costs will be reimbursed for any additional travel requests made by the ECF related to the research project.

The use of Hoffman Travel Service for obtaining transportation in conjunction with work for ELECTRI International is a requirement for the reimbursement of travel expenses.

Travel cost may be billed directly to ELECTRI International or it may be charged to a personal credit card for later reimbursement. When submitting expenses for reimbursement, include the receipt coupon from the airline.

The official travel agent is:

Hoffman Travel Services, Inc.
Dadeland Tower I
9200 South Dadeland Blvd., Suite 620
Miami, FL 33156
Tel: 1-800-327-8813
Fax: 305-670-4481

DELIVERABLES
Recipient shall complete, prepare and deliver to ECF the items specified in Schedule A, "Deliverables," in accordance with the Descriptions and Delivery Dates specified therein. Project investigators will provide a brief monthly report (not to exceed 1 page) to the EC Foundation and the Project Task Force members. Investigators will provide one report on the project findings at an ELECTRI Council meeting held at a National NECA Convention as well as make a presentation at a regional meeting of NECA upon request.

REVIEW
The final content and format of each item specified in Schedule A shall be subject to review by ECF.

FUNDING
ECF shall fund the Work as specified in Schedule B, "Method of Payment." In no event shall ECF have any obligation to disburse further funds if (1) the Delivery Dates specified in Schedule A are not met or (2) the deliverables are not in conformance with Schedule A.

For the purpose of this section 4, ECF will be deemed to have accepted a deliverable unless, within 15 days of its receipt thereof, ECF informs the Recipient that its content or format is unacceptable. After acceptance by ECF as to content and format, the Recipient will give prompt and fair consideration to any editorial changes requested or suggested by ECF. Re-submittal will lead to automatic acceptance of delivery by ECF

PERSONNEL
Recipient agrees that this Contract is of a personal nature and that the personnel specified in the Proposal shall perform the Work. The personnel specified in the Proposal shall not be changed without the prior written consent of ECF.

PROTECTION OF INTELLECTUAL PROPERTY RIGHTS
Recipient acknowledges that, in the course of performing this Contract, Recipient may create works which are copyrightable or otherwise valuable. Accordingly, the Parties agree as follows:
1. All right, title and interest of every kind whatsoever, in the United States and worldwide, in all developments and work product directly generated in the performance of or delivered under the Contract, as well as information provided to Recipient by ECF or gathered by Recipient for ECF, shall be and remain the sole property of ECF, without the payment to Recipient or any other person or entity of any further consideration.
2. ECF hereby grants Recipient a non-exclusive and non-assignable, royalty-free license and right to use and disclose any developments or work product created during the performance of the Contract for the sole purpose of publishing results in academic journals, teaching, graduate theses and dissertations and conducting further research outside the field of electrical contracting, provided, however, that Recipient shall disclose to ECF its intent to engage in such use at least thirty days prior to the date of the intended use.
3. The parties hereby agree that any copyrightable work produced by Recipient in the performance of or delivered under this Contract which is susceptible of classification as a work made for hire when prepared by an independent contractor shall be deemed a work made for hire, copyright in which shall vest in ECF by operation of law. In the event that the copyright in any development or work product generated in the performance of or delivered under the Contract does not vest in ECF by operation of law, Recipient hereby agrees to assign and hereby assigns to ECF the worldwide copyright in all such development or work product. The rights of ECF under this subsection (c) to copyright registration or in relation to third parties shall not be limited in any way by reason of the rights of usage granted to the Recipient by subsection 7(b).
4. The obligations of Recipient with respect to intellectual property rights set forth herein shall survive the termination of this Contract.

PROTECTION OF CONFIDENTIAL INFORMATION
Recipient acknowledges that, in the course of performing this Contract, Recipient may obtain information relating to the business or expertise of ECF, or relating to third parties working with or through ECF in connection with this Contract, which is of a secret, confidential, or proprietary nature. Accordingly, the Parties agree as follows:
1. Any written or graphic information provided or disclosed to Recipient by ECF or by a third party designated by ECF, which ECF or such third party desires not be disclosed to any other third party shall be marked or stamped "CONFIDENTIAL." Any information disclosed orally to Recipient by ECF, or by a third party designated by ECF as being involved with it in connection to the Contract which ECF or such third party desires not be disclosed to any other third party, shall be identified as confidential prior to or in the course of such oral communications, and shall be summarized in a writing identified as confidential within 30 days.
2. Upon receiving confidential information, Recipient shall keep in confidence and not disclose such information to any person or entity not bound by this Agreement. Recipient will make ECF's such confidential information available only to those of its employees or agents having a need to know in order to carry out the purposes of the Contract. Further, Recipient shall not use such confidential information except for the purposes of the Contract without the prior written approval of ECF. Recipient shall be deemed to have discharged its obligation under this section if it exercises the same degree of care to preserve and guard against disclosure of ECF's confidential information as it uses to preserve and guard against disclosure with respect to its own confidential or proprietary information, but in no event less than reasonable care.
3. The obligations of Recipient with respect to confidential information and restricted use thereof set forth herein shall survive the termination of this contract for a period of three years.

REPRESENTATIONS AND WARRANTIES
Recipient represents and warrants that all Work shall be performed in a timely manner. Recipient represents and warrants that all funds shall be used in connection with the performance of the Work. Recipient further represents and warrants that all funds shall be used as specified in the Proposal to the extent possible. Redistribution of budget amounts by the Principal Investigator is permissible and does not require prior authorization from ELECTRI International. Recipient represents and warrants that all deliverables shall be as specified in Schedule A.

AUTHORIZED REPRESENTATIVES
ECF hereby appoints Bita A. Silverman as its representative authorized to prepare, negotiate, execute and deliver or receive any amendments, changes, waivers or notices relating to or required under the provisions of this Contract.

Recipient hereby appoints ______________________ as its representative authorized to prepare, negotiate, execute and deliver or receive any amendments, changes, waivers or notices relating to or required under the provisions of this Contract.

Either Party may change its authorized representative by notifying the other Party's authorized representative of such change.

EVENTS OF DEFAULT
Recipient shall have thirty (30) days after the occurrence of an Event of Default to cure the Event of Default before action may be taken under section 13. If the Event of Default is curable (but not within such thirty (30) day period) and Recipient commences to cure the Event of Default within said thirty (30) day period and thereafter proceeds diligently and in good faith to complete such cure, no action may be taken under section 13 for ninety (90) days after the occurrence of the Event of Default. The following events shall constitute Events of Default:
1. The breach of any warranty or representation contained in Section 9.
2. The breach of any of the provisions in section 7 hereof,
3. The breach of any of the provisions in section 8 hereof.

TERMINATION
This Contract may be terminated by either Party at any time by giving the other Party not less than 60 days prior written notice.

MODIFICATION/WAIVER
Neither this Contract nor any provision hereof may be changed, waived, discharged, or terminated orally. Only a statement in writing, signed by the Party against which enforcement of the change, waiver, discharge or termination is sought, shall be effective.

ENTIRE AGREEMENT
This Contract, including the attached schedules, contains the entire agreement of the Parties hereto with respect to the subject matter of this Contract. No representations or statements of any kind made by any Party which are not stated herein shall be binding. This Contract supersedes all prior agreements between the Parties, written or oral, with respect to the subject matter hereof.

COUNTERPARTS
This Contract may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.

SURVEY
Researcher must develop a satisfaction survey to be given to Task Force members upon project completion. The survey should be used to measure degree of satisfaction from Task Force members in regard to participation and active involvement during the duration of project. Examples of possible survey questions will be furnished by ECF upon request.

HEADINGS
The headings, titles of sections and subsections, and organization of this Contract are for convenience and reference only and are not to be considered in construing this Contract.

SEVERABILITY
If any provision of this Contract shall be declared invalid, illegal, or unenforceable, that provision will be deemed amended to achieve as nearly as possible the same legal effect as the original provision and, in any event, the remainder of this Contract shall remain in full force and effect.

DISCREPANCIES
In the event of a discrepancy of conflict between this Contract and any other document referenced by this Contract, the provisions of this Contract shall govern. Except as provided in the foregoing sentence, schedules attached to this Contract shall be deemed as fully a part of this Contract as if set forth in full herein.

BINDING EFFECT
This Contract shall be binding upon and inure to the benefit of the Parties and their successors and permitted assigns.

SEMINARS
Seminars or presentations in reference to the work product outside of normal academic/university purposes require written permission from ECF.

IN WITNESS WHEREOF, the undersigned are authorized by the respective Parties to execute this Contract as of the day and year first above written.

ELECTRI International, Inc.	_____________________________ Recipient
By:___________________________ (signature)	By:___________________________ (signature)
Name: Bita A. Silverman Title: Associate Director, Projects & Public Relations Date:_____________________	Name:_________________________ Title:__________________________ Date:__________________________
3 Bethesda Metro Center, Ste 1100 Bethesda, MD 20814 Tel: 301-215-4539 Fax: 301-215-4536 E-mail: baj@necanet.org	Address:_________________________ City, State, Zip:__________________ Tel:____________________________ Fax: ___________________________ E-Mail:_________________________


	By:___________________________ (signature)
	Principal Investigator:_____________ Title:__________________________ Date:__________________________
	Address:________________________ City, State, Zip:__________________ Tel:____________________________ Fax: ___________________________ E-Mail:_________________________

Schedule A

Deliverables

ELECTRI International
Contract No. ___; Accounting Invoice Code No. __
title

The following items shall constitute deliverables under the above referenced contract and shall be delivered to ELECTRI International, Inc. on or before the specified Deliver Date:

Title: __________________________
Description:___________________________________________________________________
___________________________________________________________________
Delivery Date:___________________
Title: __________________________
Description:___________________________________________________________________
___________________________________________________________________
Delivery Date:___________________
Title: __________________________
Description:___________________________________________________________________
___________________________________________________________________
Delivery Date:___________________
Title: __________________________
Description:___________________________________________________________________
___________________________________________________________________
Delivery Date:___________________
Title: __________________________
Description:___________________________________________________________________
___________________________________________________________________
Delivery Date:___________________

Schedule B

Method of Payment

ELECTRI International
Contract No. ___; Accounting Invoice Code No. __
title

Initial Funding
Upon the completion, delivery, and acceptance of item 1, as specified in Schedule A ("Deliverables") of the referenced contract, ECF will disburse ____________ dollars to the Recipient.
Subsequent Funding
Upon the completion, delivery, and acceptance of item 2, as specified in Schedule A ("Deliverables") of the referenced contract, ECF will disburse ____________ dollars to the Recipient.
Subsequent Funding
Upon the completion, delivery, and acceptance of item 3, as specified in Schedule A ("Deliverables") of the referenced contract, ECF will disburse ____________ dollars to the Recipient.
Final Disbursement
Upon the completion, delivery, and acceptance of item 4, as specified in Schedule A ("Deliverables") of the referenced contract, ECF will disburse ____________ dollars to the Recipient.

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