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programs of mutual interest and benefit. This enhanced capability will permit both UM and NIST to
accomplish goals together that they could not achieve separately.
B. It is anticipated that a partnership between NIST and UM will bring new and additional resources to
both partners through new programs, collaborations, efficiencies, and resource use optimization;
enrich the regional economic environment with innovative, dynamic new companies born from the
partnership; and provide a catalyst for the creation of more regional partnerships, perhaps leading to
the creation of a regional center, designed to enhance the creation of partnerships between public,
private, and academic sectors.
C. Both institutes are poised to commission new facilities that are especially suited to research and
development. NIST is scheduled to begin a phased occupancy of its new Advanced Measurement
Laboratory (AML) in early 2004, and UM is scheduled to begin occupancy of its new Jeong H. Kim
Engineering and Applied Sciences Building in 2005. The near-coincident availability of these new
facilities offers significant opportunity for increased research synergy and efficiency in programs by
treating parts of these buildings as extensions of each other, thereby creating a virtual research
center. The spirit of this newly expanded partnership is to bring NIST adjunct faculty to teach in the
Kim Building, and UM researchers to collaborate on experiments in the AML.
D. The Federal Government has also designated UM as a University Affiliated Research Center (UARC),
which will provide space adjacent to the campus for collaborative partnerships among and between
academia, Government, and industry. As the NIST-UM partnership evolves, this UARC will offer a
possibility for new facilities where NIST and UM programs can be co-located in a setting attractive to
industrial participation. This development provides an opportunity to enhance the ability of both
institutions to conduct interdisciplinary research, which is essential to many leading-edge
technologies, and to develop an effective mechanism for sharing expenses associated with some areas
of contemporary research.
E. Beyond their mutual interest in leveraging these major infrastructural investments at NIST and UM,
both institutions seek to take better advantage of their unique facilities, capabilities, and activities to
encourage increased collaboration with one another. One existing example of such a collaboration
involves the NIST Center for Neutron Research (NCNR), a unique facility that is recognized as the
leading neutron scattering facility in the United States. UM has been a key partner in the NCNR and an
essential element of its success. The partnership of NIST and UM at the NCNR serves as an example of
how research can be enhanced by increased collaboration between NIST and UM and as a model for
creating and providing access to national scientific research facilities and their work. Partnerships are
a critical element to broaden access by the scientific research community to all of NISTs unique
capabilities and facilities, and the UM-NIST partnership can be expected to be a gateway for that
community.
III. Mechanisms to Foster Collaboration and Cooperation
A. UM and NIST agree to explore and assist in developing mechanisms that will serve to encourage
and enhance cooperative work between the institutions in areas of mutual interest, such as nanoscale
metrology, science, engineering, and manufacturing. Both institutions agree to take steps to develop a
more dynamic program to exchange researchers and encourage joint research projects staffed by
individuals from both institutions.
B. Examples of mechanisms that will serve to foster cooperative work include:
and will be provided in accordance with the rules, regulations, laws, and policies under which NIST
and/or UM operates.
B. NIST and UM understand that this Memorandum of Understanding cannot detail how any one
collaborative effort will be implemented, administered, or funded, in the light of the breadth and
variety in form and substance of the anticipated collaborations. As a result, NIST and UM acknowledge
that they will need to enter into separate subsidiary agreements for each collaboration. Subsidiary
agreements will address the scope of work; each Partys contributions and obligations to the project;
the administration, coordination, and implementation of the project; the respective rights of each
Party to own, use and license intellectual property that is developed in the course of the collaboration,
and other issues mutually agreed to by the Parties.
C. The terms and conditions of subsidiary agreements will be consistent with this Memorandum of
Understanding and, with respect to collaborative projects between NIST and UM, will provide that: a)
any intellectual property conceived of during a particular project solely by employees of NIST shall
belong to NIST; b) any intellectual property conceived of during a particular project solely by
employees of UM shall belong to UM, and c) any intellectual property conceived of during a particular
project jointly by employees of UM and NIST shall be jointly owned by UM and NIST. With respect to
collaborative projects involving NIST, UM and a corporation, NIST and UM agree to use theCooperative
Research and Development Agreement (CRADA), attached as Exhibit 1, as a model for intellectual
property rights and to refine that model as appropriate.
D. Any researchers, scientists and faculty of NIST and UM may initiate discussions on collaborative
projects, but, only those persons authorized by NIST and UM shall have authority to execute
agreements committing their participation in particular collaborative projects.
V. Annual Reviews
A. In order to assure progress in attaining the goals described in this Agreement, it is agreed that the
Director of NIST and the President of the UM, or their designated representatives, will annually review
the scope and progress of cooperative activity between their institutions and policies and programs
related to this Memorandum of Understanding.
VI. Liability
A. NIST liability for any injury, damage or loss to persons or property arising in the performance of
this Memorandum of Understanding and caused by the negligence of its own officers, employees,
agents and representatives shall be governed by the Federal Tort Claims Act. UM liability for any
injury, damage or loss to persons or property arising out of the performance of this Memorandum of
Understanding and caused by the negligence of its own officers, employees, agents and
representatives shall be governed by the Maryland Tort Claims Act, Md. Code Anno. [State Govt Art.]
12-101 et seq.
VII. Term and Termination of this Memorandum of Understanding
A. This Memorandum of Understanding shall last for an initial period of 10 (ten) years from the
Effective Date.
B. Either party is free to withdraw at any time during the initial period upon one (1) year prior written
notice to the other party of its intention to withdraw. During that year, NIST and UM will endeavor to
address and correct the concerns of the party who wishes to withdraw. If those efforts are not
successful, this Memorandum of Understanding will terminate when the one (1) year notice period
expires.
C. The termination of this Memorandum will not result in the automatic termination of a subsidiary
agreement entered into between the Parties unless the subsidiary agreement expressly provides that
it shall last only so long as this Memorandum is in effect. This flexible position is recognized by both
parties as necessary for a harmonious working arrangement between two institutions which are
geographically separated, and which have distinct and separate individual responsibilities.
VIII. Amendments
A. Amendments to this Memorandum of Understanding may be proposed, either by the undersigned
or their successors, and shall become effective only if agreed to, in writing, by the undersigned or
their successors.
IX. General
A. This Memorandum of Understanding is and will be available for disclosure to the general public.
B. This Memorandum of Understanding is an agreement between NIST and UM and does not create or
confer any right or benefit on any other person or party, private or public.
C. The Parties are and shall remain independent contractors and nothing herein shall be construed to
create a partnership, agency, joint venture, or teaming agreement between the Parties. Nothing
herein shall be construed as implying that either Party's employees are employees of the other.
D. A determination that any term of this Memorandum of Understanding is invalid for any reason shall
not effect the validity of the remaining terms of the Memorandum of Understanding.
E. This Memorandum of Understanding together with Exhibit A constitutes the entire agreement
between the Parties and supersedes all prior agreements and understandings, whether oral or written.
Agreed to:
By:
Arden L. Bement, Jr., Director
Date: