Document x52QJ3k0b271gZM2DRpyaNLk6

EUGTe.V. Fritschestrae 35 10627 Berlin AGREE MENT Europische Forschungsvereinigung fr Umweit und Gesundheit im Transportsektor e.V, EUGT e.V. Fritschestrae 35 10627 Berlin t: 030 3101 2252 f: 030 3101 2253 w: www.eugt.org e: info@eugt.org between the Europische Forschungsvereinigung fr Umwelt und Gesundheit im Transportsektor e.V. (EUGT) (European Research Group on Environment an Health in the Transport Sector, registered association) Fritschestrasse 35 D-10627 Berlin Herein after 'Research Association' - abbreviated as 'EUGT' - and Lovelace Respiratory Research Institute (LRRI) 2425 Ridgecrest Drive SE Albuquerque, New Mexico 87108 represented by Lori Orona Project management: Herein after 'Researcher' EU0T WHEREAS, LRRI has an interest to carry out research to determine the impact of modern technology diesel on the biological response in Non Human primates (NHP) after exposure, WHEREAS, EUGT is willing to support this research with financial and technical support, WHEREAS, LRRI has prepared a proposal for such research which is attached hereto as Appendix 1 (hereinafter referred to as "Research"); and NOW, THEREFORE, the Parties hereto agree as follows: 1. Subject of the agreement EUGT shall contribute the amount of $718,572.00 US-$ (in words: seven hundred eighteen thousand five hundred seventy two $) inci. all taxes to the Researcher. Payment shall be effected to the below-mentioned account of LRRI within 14 days after the first invoice. The contribution will be made in three installments. For this purpose LRRI will submit an invoice for 50% of the sum after this Agreement has become effective, an invoice for 40% upon completion of the in-life portion of the Research, and an invoice for 10% once the final report on the Research becomes available to EUGT. Work will begin once the initial contribution has been received. Payments: With the exception of the initial 50% contribution which is due upon contract execution and invoice, payment terms are Net 30 days, and shall be made in U.S. dollars, and shall be remitted to: Lovelace Respiratory Research Institute Attention: Accounts Receivable 2425 Ridgecrest Drive, S.E. Albuquerque, NM 87108 Page 2 of 7 For wire transfer payments: Bank Name: Bank Address: Account Name: Account Number: ABA/Swift Code Number: SWIFT CODE - BIC EU3T Wells Fargo 200 Lomas Bivd.t NW, Albuquerque, NM 87102 Lovelace Respiratory Research Institute Operating Account 1350951347 121000248 WFBIUSSs - UNMCUS51 Technical support for the exposure protocol will be organized and provided by EUGT in coordination with the researcher free of charge. 2. Condition for Research The contribution by EUGT is made subject to the condition that Researcher shall perform the Research complying with all applicable laws, regulations including, but without being limited to, Good Laboratory Practices (GLP) regulations as well as ethical rules applying to such Research that the Research is carried out and finalized in accordance with Appendix 1 within 10 months after this Agreement has become effective. In case this condition is not met the Parties hereto shall discuss the reasons in good faith and determine whether the Research can be finalized within a period to be agreed by the Parties hereto. Any agreement about an extension of the Research period shall be made in writing. Page 3 of 7 EU3T In case no such agreement about an extension of the time for the Research can be reached, EUGT may ask for a return of such amounts of the donation not used up for the Research in good faith. In such case LRRI shall give full disclosure of the use of the money given under this Agreement. that the Researcher shall perform the research assignment to the best of his knowledge and belief and, starting from the basis of the latest state of knowledge, work toward the scientifically reliable results. EUGT branch office and the EUGT Research Advisory Board are available for consultation wherever appropriate. that the Researcher commits to provide information about the progress of the research, both as regards the entire project as well as its incremental work stages to EUGT. 3. Research results and reporting The Researcher agrees to share with EUGT all data and results which are recorded or obtained in conjunction with the described research assignment. Upon conclusion of the work, to prepare a final report that comprises the following parts: - a detailed and comprehensive factual report, - a brief report of approximately 2-3 German standard-sized pages. - a manuscript for publication of the results in a peer-review journal Send the final report in duplicate to the EUGT. Within three months after completion of the research work, the final report should be discussed with the branch office and the EUGT Research Supervisory Board, Results of this work will be published after review and discussions by both parties. Page 4 of 7 EU0T As far as the EUGT deems it desirable to discuss the status of the results of this research assignment with the EUGT Research Supervisory Board or within a colloquium, the Researcher declares himself willing to give a lecture on the results of his research at such an event in Germany. The costs of preparing the report, also for interim reports and oral presentations, are covered by the contribution as per Article 1 above. 4. Confidentiality The contracting partners obligate themselves to treat as confidential, and to keep secret vis--vis outside parties, and further not to exploit, all documents marked as secret as well as all other information made mutually available. The contracting partners are obligated to maintain the same confidentiality during the performance of the work, and for up to five years after its conclusion, with respect to both the research work to be performed and its results. This confidentiality obligation does not apply to information: 1. that was demonstrably already known to one of the contracting parties before this agreement went into effect, 2. that one of the contracting parties demonstrably, lawfully receives from third parties, 3. that is public knowledge, or that will become publicly known without there being any violation of obligations contained in this agreement, 4. that a contracting partner demonstrably has developed within the framework of his own separate independent work. The Researcher shall, in an effective manner, ensure that the employees, freelancers, and subcontracted employees involved in the carrying out of this agreement also observe the aforementioned confidentiality. Page 5 of 7 E lB T The terms and conditions of this section also continue to apply subsequent to the fulfillment, termination or rescission of the agreement within the period specified in sentence 2. 5. Liability The liability of the contracting parties, their legal representatives and vicarious agents vis--vis claims arising from contractual violations, default at the point of conclusion of the agreement, positive violation of a contractual obligation, or an unlawful act is restricted to damages which were caused willfully or through gross negligence. As regards the amount of liability in cases of gross negligence, it is limited for all cases of liability to a total of three times the sum of the research subsidy. The Researcher shall hold harmless and indemnify EUGT and any of its members, legal representatives, managers and employees in case of any claims made by third parties with respect to the Research. 6, Amendments and additions Amendments and additions to this agreement as well as ancillary agreements of any kind must be made in written form in order to be legally valid. The contracting parties agree mutually that the agreement shall also continue to be valid even if one of the provisions should be ineffective or invalid for any reason. In the event that individual provisions are invalid or ineffective, the contracting partners will replace them with such provisions as best ensure the realization of the purpose of the agreement; this applies analogously in the case of any gap in these regulations. 7. Effective date of the agreement The agreement shall become effective after being signed by both the contracting parties as of the signature date. Page 6 of 7 8, Governing Law This Agreement shall be governed by, and be construed in accordance with, the laws of the Federal Republic of Germany, Berlin, European research Group on Environment and Health in Transport Sector e.V, (EUGT) Title: Title: Managin Lovelace Respiratory Research Institute SuropeN forse fur ym w ft und Gefursdh#?! fftm p o ttm m t v . Signature / Date Name: Jane Maestas Title: Associate Director Office of Research Contracts Appendices: Appendix A - Proposal to Conduct Exposures to Diesel or Alternate Technology Emissions to Evaluate Biological Response in Non-Human Primates, Version 18 July 2013 Page 7 of 7