[Federal Register Volume 59, Number 54 (Monday, March 21, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-6567]


[[Page Unknown]]

[Federal Register: March 21, 1994]


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DEPARTMENT OF ENERGY
 

Availability of Small Business Cooperative Research and 
Development Agreement (CRADA)

AGENCY: Office of Technology Utilization, Office of Laboratory 
Management, Department of Energy (DOE).

ACTION: Notice of availability and opportunity for public comment.

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SUMMARY: This notice announces the availability of the Department of 
Energy Small Business Cooperative Research and Development Agreement 
(CRADA). The Small Business CRADA is a set of terms and conditions 
which will be used for preparing CRADAs between Department of Energy 
laboratories and facilities and non-Federal participants. The Small 
Business CRADA is a greatly streamlined document designed to simplify 
the process of executing CRADAs, substantially reducing the time and 
cost of negotiations. The Small Business CRADA reflects input from 
Department of Energy Headquarters, Operations Office and Laboratory 
elements. The Small Business CRADA provides terms and conditions that 
are pre-approved and designed to be adopted in their entirety without 
modification. The terms and conditions in the Small Business CRADA are 
most appropriate for small dollar value partnerships with low potential 
for the development of new intellectual property, or in cases where 
software is not perceived as the primary output. In partnerships where 
the above conditions would not be met, the Department's newly developed 
Modular CRADA is the alternate vehicle. The Small Business CRADA is 
expected to be periodically reviewed and revised as a part of the 
Department of Energy's continuous improvement process. Comments from 
the public are encouraged.

ADDRESSES: A copy of the Small Business CRADA is available for 
inspection and reproduction at the public reading room of the U.S. 
Department of Energy, Forrestal Building, 1000 Independence Avenue SW., 
Washington, DC. The public reading room is open from 10 a.m. to 4 p.m.; 
you may contact reading room staff at (202) 586-6020. If you want a 
copy of the Small Business CRADA mailed to you directly, please contact 
DOE Public Affairs Office at the address below. Although this is not an 
announcement of a formal comment process, comments on the Small 
Business CRADA are welcome and may be sent to the address below.

FOR FURTHER INFORMATION OR TO COMMENT CONTACT: U.S. Department of 
Energy, PA-5, 1000 Independence Avenue SW., Washington, DC 20585, 
Phone: 202-586-5575, Fax: 202-586-7303.

SUPPLEMENTARY INFORMATION: The Small Business CRADA and guidelines are 
attached. Issued at Washington, DC, on March 9, 1994.
Antionette Grayson Joseph,
Acting Director, Office of Laboratory Management.

Supplemental Guidelines for Using the Department of Energy Small 
Business CRADA

     This Department of Energy (DOE) Cooperative Research and 
Development Agreement (CRADA) is designed to be a model offered to 
small businesses as a means for streamlining and simplifying the CRADA 
process for the small business. In order to ensure expedited CRADA 
development and approval, this document must be adopted in its 
entirety, as written, by both/all parties with no exceptions. This 
document is pre-approved by DOE.
     The Small Business CRADA will be offered to firms that 
meet the qualifications of a ``small business'' as defined by the U.S. 
Small Business Administration:

--Is independently owned and organized for profit and has its principal 
place of business located in the United States.
--Is at least 51 percent owned, or in the case of publicly owned 
business, at least 51 percent of its voting stock is owned by United 
States citizens or lawfully admitted permanent resident aliens.
--Has, including its affiliates, a number of employees not exceeding 
500, and meets the other regulatory requirements found in 15 U.S.C. 
632(a).

    This CRADA, while designed primarily for the small business user, 
as defined above, does not exclude use by other partners who do not 
meet the small business criteria but who are willing to accept the full 
terms of this CRADA.
     The small business (or other potential partner) should be 
clearly advised that this CRADA must be adopted in its entirety, as 
written, by both/all parties and, at the same time, advised of the 
alternative to use the Modular CRADA if the total terms of the Small 
Business CRADA are not agreeable.
     This Small Business CRADA is limited to a dollar total 
value combined contribution of partner costs and DOE costs over the 
life of the CRADA not to exceed $150,000.
     This Small Business CRADA is not to be used when a purpose 
of the agreement relates to software.
     The entire package including appendices will be submitted 
to DOE for approval.
     Guidance for the Modular CRADA applies to clauses 
unchanged in the Small Business CRADA.
     For each project, a Statement of Work (SOW) that draws 
upon the Joint Work Statement, that details the nature, scope, roles, 
responsibilities, and costs of activities to be conducted by both 
parties together with a timeline with milestones and deliverables will 
be prepared and submitted to DOE for approval. The SOW will be 
incorporated into the CRADA as Appendix A.
     Requirements for the provision and timing of reports to 
DOE on efforts to commercialize Subject Inventions will be addressed in 
the Joint Work Statement (JWS). These requirements will satisfy the 
Department's requirements, as established, based on the Technology 
Transfer Committee Measurements and Evaluation Working Group 
recommendations.

Stevenson-Wydler (15 USC 3710) Small Business Cooperative Research and 
Development Agreement (Hereinafter ``CRADA'') No. ____________

Between

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under its U.S. Department of Energy Contract No. ____________ 
(hereinafter ``Contractor'') and

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(hereinafter ``Participant'') both being hereinafter jointly referred 
to as the ``Parties''

Article I: Definitions

    A. ``Government'' means the United States of America and agencies 
thereof.
    B. ``DOE'' means the Department of Energy, an agency of the United 
States of America.
    C. ``Contracting Officer'' means the DOE employee administering 
DOE's contract with the Contractor.
    D. ``Generated Information'' means information produced in the 
performance of this CRADA.
    E. ``Proprietary Information'' means information which is developed 
at private expense outside of this CRADA, is marked as Proprietary 
Information, and embodies (i) trade secrets or (ii) commercial or 
financial information which is privileged or confidential under the 
Freedom of Information Act (5 USC 552 (b)(4)).
    F. ``Protected CRADA Information'' means Generated Information 
which is marked as being Protected CRADA Information by a Party to this 
CRADA and which would have been Proprietary Information had it been 
obtained from a non-federal entity.
    G. ``Subject Invention'' means any invention of the Contractor or 
Participant conceived of or first actually reduced to practice in the 
performance of work under this CRADA.
    H. ``Intellectual Property'' means patent applications, patents, 
and other forms of comparable property rights protected by Federal law 
and its foreign counterparts.

Article II: Statement of Work

    Appendix A is the Statement of Work.

Article III: Funding and Costs

    A. The Participant's estimated contribution is $________ . The 
Government's estimated contribution, which is provided through the 
Contractor's contract with DOE, is $________ , subject to available 
funding.
    B. Neither Party shall have an obligation to continue or complete 
performance of its work at a cost in excess of its estimated cost, 
including any subsequent amendment.
    C. Each Party agrees to provide at least ________ days' notice to 
the other Party if the actual cost to complete performance will exceed 
its estimated costs.
    [D. For CRADAs which include funding on a funds-in basis, an 
advance payment provision will be negotiated consistent with current 
DOE Policy.]

Article IV: Personal Property

    Any tangible personal property produced in conducting the work 
under this CRADA shall be owned by the Party paying for it. There will 
be no jointly funded property. Personal Property shall be disposed of 
as directed by the owner at the owner's expense.

Article V: Disclaimer

    The Government, the participant, and the contractor make no express 
or implied warranty as to the conditions of the research or any 
intellectual property or product made, or developed under this CRADA, 
or the ownership, merchantability or fitness for a particular purpose 
of the research or resulting product. Neither the Government, the 
participant, nor the contractor shall be liable for special, 
consequential or incidental damages.

Article VI: Hold Harmless

    Except for any liability resulting from any negligent acts or 
omissions of Contractor, Participant agrees to hold harmless the 
Government and the Contractor for all damages, costs and expenses, 
including attorney's fees, arising from personal injury or property 
damage occurring as a result of the making, using or selling of a 
product, process or service by or on behalf of the Participant, its 
assignees or licensees, which was derived from the work performed under 
this CRADA.

Article VII: Proprietary Information

    Each Party agrees to not disclose Proprietary Information provided 
by the other Party to anyone other than the providing Party without the 
written approval of the providing Party, except to Government employees 
who are subject to 18 USC 1905.

Article VIII: Obligations as to Protected CRADA Information

    Each Party may designate and mark as Protected CRADA Information 
any qualifying Generated Information produced by its employees. For a 
period of ____________ [not to exceed five years] from the date it is 
produced, the Parties agree not to further disclose such Information 
except as necessary to perform this CRADA or as requested by the DOE 
Contracting Officer to be provided to other DOE facilities for use only 
at those DOE facilities with the same protection in place.

Article IX: Cessation of Obligations Regarding Protected and 
Proprietary Information

    The obligations relating to the disclosure or dissemination, or 
both, of Protected CRADA Information and Proprietary Information shall 
end if any such information becomes inadvertently publicly known or is 
developed independently by a Party's employees who did not have access 
to the information.

Article X: Rights in Generated Information

    The Parties understand that the Government shall have unlimited 
rights and each of them shall have a right to use all Generated 
Information or information provided to the Parties under this CRADA 
which is not marked as being Protected CRADA Information or Proprietary 
Information.

Article XI: Export Control

    Each party is responsible for its own compliance with such laws and 
regulations.

Article XII: Reports and Abstracts

    The Parties agree to produce the following deliverables: an initial 
abstract suitable for public release; and a final report, to include a 
list of subject inventions. It is understood that the Contractor has 
the responsibility to provide this information at the time of its 
completion to the DOE Office of Scientific and Technical Information.
    Use of the name of the other Party or its employees in any 
promotional activity, with reference to this CRADA, requires written 
approval of the other Party.

Article XIII: Rights to Inventions

    The Parties agree to promptly disclose in writing to each other 
every Subject Invention in sufficient detail to comply with the 
provisions of 35 U.S.C. 112 well before any statutory bars may arise 
under 35 U.S.C. 102. Each Party shall have the first option to retain 
title to any inventions made by its employees during the work under 
this CRADA. If a Party elects not to retain title to any such invention 
of its employees, then the other Party shall have the option to elect 
to retain title to such inventions under this Agreement. The Parties 
acknowledge that the DOE may obtain title to each Subject Invention 
reported under this Article for which a patent application is not 
filed, a patent application is not prosecuted to issuance, or any 
issued patent is not maintained by any Party to this CRADA. The 
Government shall retain a non-exclusive, non-transferable, irrevocable, 
paid-up license to practice, or to have practiced, for or on its behalf 
all Subject Inventions under this CRADA throughout the world.

Article XIV: Reports of Invention Use

    The Parties agree to submit, upon request of DOE, reports no more 
frequently than annually on the efforts to obtain utilization of any 
Subject Invention.

Article XV: DOE March-in-Rights

    The Parties acknowledge that the DOE has certain march-in rights to 
any Subject Inventions in accordance with 48 CFR 27.304-1(g).

Article XVI: U.S. Competitiveness

    The Parties agree that a purpose of this CRADA is to provide 
substantial benefit to the U.S. economy. In exchange for the benefits 
received under this CRADA, the Parties therefore agree to the 
following:
    A. Products embodying Intellectual Property developed under this 
CRADA shall be substantially manufactured in the United States; and
    B. Processes, services, and improvements thereof which are covered 
by Intellectual Property developed under this CRADA shall be 
incorporated into the Participant's manufacturing facilities in the 
United States either prior to or simultaneously with implementation 
outside the United States. Such processes, services, and improvements, 
when implemented outside the U.S., shall not result in reduction of the 
use of the same processes, services, or improvements in the United 
States.

Article XVIII: Force Majeure

    Neither Party will be liable for unforeseeable events beyond its 
reasonable control.

Article XVIII: Disputes

    The Parties will attempt to resolve any differences between them 
which may arise during the course of this CRADA. In the event that a 
dispute cannot be resolved between the Parties, the dispute may be 
resolved by a court of competent jurisdiction.

Article XIX: Entire CRADA and Modifications

    This document and its Appendices represent the entire agreement 
reached between the Parties in performing the research described in the 
Statement of Work (Appendix A) and becomes effective on the date the 
last Party signs the document. This CRADA is pre-approved by DOE. Any 
agreement to materially change any terms or conditions of the 
Appendices shall be valid only if the change is made in writing, 
executed by the Parties hereto, and approved by DOE.

Article XX: Termination

    This CRADA may be terminated by either Party with ________ days 
written notice to the other Party. Each party will be responsible for 
its own costs as a result of this termination. The confidentiality, use 
and/or non-disclosure obligations described in this CRADA shall survive 
any termination.

    For Contractor:

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    For Participant:

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[FR Doc. 94-6567 Filed 3-18-94; 8:45 am]
BILLING CODE 6450-01-P