The University`s Contracting Officer must be contacted regarding all administrative aspects of this Agreement, including but not limited to changes, and is authorized to negotiate agreements and changes on behalf of the University. B. TERM: This Agreement is effective on [DATE] (the „Effective Date“) and ends on [DATE], unless terminated early as provided herein or renewed by written agreement of the parties (the „Term“). (13) Order of Precedence: The following order of precedence, in descending order of importance, shall prevail in the event of any conflict within this Agreement (including all annexes) and/or between the text of this Agreement and all documents and/or agreements incorporated herein by reference: (i) paragraphs A to O of this Agreement; (ii) Appendix A to this Agreement; and (iii) Exhibit B of this Agreement. (c) The Sponsor has the first right to negotiate a royalty or royalty-based, non-exclusive or exclusive royalty-based option for any university intellectual property and/or joint intellectual property, provided that the Sponsor agrees that the Sponsor may, in any similar license, option or agreement, all preparation costs, the filing, prosecution and maintenance of patents or related copyrights; must own the intellectual property („right to negotiate“). The Sponsor will have ninety (90) days after the disclosure of the Intellectual Property by the University to exercise its right to negotiate („Negotiation Period“). The sponsor must send written notice to the university during the bargaining period in order to exercise their right to negotiate. If the negotiation period expires before the University receives written notice from the Sponsor of the exercise of the right to negotiate or as specified below, the Sponsor will no longer have any intellectual property or common intellectual property rights of the University (except as permitted under Section G(2)(a) above). -16- in the following financial years, if the manager so requests. Such reimbursement may be claimed if the total amount actually paid by the administrator for the operating costs of that financial year (taking into account the reimbursement) does not exceed the limit applicable to portfolio costs. The Administrator is authorized to be reimbursed by the Portfolio that, within three (3) years of the end of the financial year in which such fees were cancelled or expenses paid were cancelled (with the exception of Class S shares) and/or payments of expenses made by the Administrator within three (3) years of the end of the fiscal year in which such fees were cancelled or expenses were paid, , provided that the reimbursement does not result in the operating costs of the portfolio being exceeded (i) by the expense ceiling in force at the time the management fee is collected. have been waived or costs have been incurred; or (ii) the current spending limit, whichever is lower.
This refund will be reviewed and approved by the Board of Directors. The portfolio must pay its current ordinary operating costs before the manager is entitled to reimbursement of expenses. The cost limitation agreement may only be terminated by or with the consent of the Board of Directors. 3. REIMBURSEMENT OF FEES. The Fund shall reimburse the Manager for all Fund cost payments paid by the Fund in accordance with this Agreement if, in a year in which the Investment Management Agreement is still in effect, the estimated Class S operating costs for the Fiscal Year are below the annual limit for that Fiscal Year, subject to the quarterly approval of the Board of Directors of the Trust. The total amount of the reimbursement to which the Manager may be entitled (the „Reimbursement Amount“) must not exceed an amount that would result in Category S exceeding its annual limit 1) in effect at the time of waiving consulting fees or assumption of costs; or 2) Current annual limit, whichever is lower. Subject to the foregoing, the amount of the refund shall at all times be equal to the sum of all payments made to the Fund by the Manager within three (3) years of the end of the fiscal year in which such payments were transferred in accordance with Section II of this Agreement, less any prior repayment made by the Fund in respect of such payments to the Fund. The refund amount does not include any additional fees or charges, including, for example, interest on the refund amount.
(2) Entire Agreement, Amendments and Amendments: This Agreement constitutes the entire agreement between the parties and supersedes all prior contracts, understandings or agreements of the parties, whether oral or written, with respect to the subject matter of this Agreement, unless set forth in Annex B, List of Related Agreements, the Annex to which is attached and incorporated herein by this reference, is noted. Any amendment to this Agreement shall only be effective if signed in writing by the authorized representatives of the Parties. (b) Reimbursement of expenses. To the extent that the Indemnitor has not requested advance payment of the Fees from the Company, the Indemnitor shall be entitled to reimbursement of the costs incurred in connection with any proceeding of the Company immediately after the Indemnitor has submitted a written request for reimbursement to the Company, unless the Company refers the claim to the party reviewing in accordance with section C.2(c) below. The subscriber and its affiliates may, from time to time, transact with us and provide services to us in the ordinary course of business, for which they may receive customary fees and reimbursement of expenses. In the course of its various business activities, the subscriber and its affiliates may make or hold a wide range of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) on its own account and on behalf of its clients, and such investment and securities activities may include securities and/or instruments of our company. The underwriter and its affiliates may also make investment recommendations and/or publish or express independent research views with respect to such securities or instruments and may at any time hold or recommend to clients to acquire long and/or short positions in such securities and instruments. Contract Officer Sponsored Programs Office Boise State University 1910 University Drive Boise, ID 83725-1135 Email: sponsoredagreements@boisestate.edu Phone: (208) 426-4420 Fax: (208) 426-1048 (c) Decision of the reviewing party. If the Company has reason to believe that it is not obligated under this Agreement to indemnify the Indemnitor, the Company will inform the Indemnitor within 10 days of the Claimant`s written request for an advance or reimbursement of costs to the Indemnitor that the request for advance or reimbursement of costs will be submitted to the Revising Party (as defined below). The revising party shall decide on the request within 30 days of the written request of the person entitled to compensation for an advance or reimbursement of expenses. Notwithstanding anything to the contrary, in the event that the Reviewing Party informs the Company that the Indemnitor is not entitled to compensation under any proceeding under this Agreement or applicable law, the Company shall be entitled to reimbursement of all costs previously paid to the Indemnitor in connection with such proceeding; provided, however, that the person entitled to compensation may bring an action to assert his or her right to compensation under section C.3 below. (3) Each Party shall require its employees to immediately disclose all intellectual property rights under this Agreement.
Each party agrees to provide the other party with a copy of each disclosure of IP within thirty (30) days of the disclosure and will also provide the other party with a written list of all IP created under this Agreement within sixty (60) days of the expiration or termination of this Agreement. For all identified intellectual property rights, the University and the Sponsor shall, by separate written agreement, provide licenses for the University`s intellectual property, the Sponsor`s intellectual property and/or joint intellectual property in accordance with the provisions of paragraph G (2) above. Each Party shall consult with the other Party at least thirty (30) days prior to the filing of an application for an intellectual property or copyright patent and shall promptly notify the other Party of any granted patent or copyright registration. [THE SIGNATURES, TITLES AND DATES OF THE PARTIES APPEAR HERE.] (4) Assignment: This Contract may not be assigned without the prior written consent of the other party, consent not being unreasonably withheld or delayed. .