# Availability of Small Business Cooperative Research and Development Agreement (CRADA) > Briefs, arguments, decisions, and more. URL: https://www.frixlaw.com/law-library/documents/fr%3A94-6567 ## Record - **Collection:** Federal Register - **Document type:** Uncategorized Document - **Published:** March 21, 1994 ## Text 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. ----------------------------------------------------------------------- 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 ---------------------------------------------------------------------- under its U.S. Department of Energy Contract No. ____________ (hereinafter ``Contractor'') and ---------------------------------------------------------------------- (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: By--------------------------------------------------------------------- Title------------------------------------------------------------------ Date------------------------------------------------------------------- For Participant: By--------------------------------------------------------------------- Title------------------------------------------------------------------ Date------------------------------------------------------------------- [FR Doc. 94-6567 Filed 3-18-94; 8:45 am] BILLING CODE 6450-01-P --- Source: Frix Law Library, https://www.frixlaw.com/law-library/documents/fr%3A94-6567. Public record. Not legal advice.