Original NEXUS Contract - Laserfiche WebLink

Home Browse Search

Questions concerning invoice receipt or payments should be directed to the appropriate party's Financial Contact as indicated in Attachment 3A. All payments shall be considered provisional and subject to adjustment within the total estimated cost in the event such adjustment is necessary as a result of an adverse audit finding against the Subrecipient. UW reserves the right to reject an invoice that is not consistent with the terms of this Subaward Agreement. 3) NOTIFICATION. Any request for negotiation of changes in the terms, conditions, or amounts in this Subaward agreement and any matters requiring UW's prior approval shall be directed to the appropriate party's Administrative Contact in Attachments 3A and 313. Any such changes made to this Subaward Agreement require the written approval of each party's Authorized Official as shown in Attachments 3A and 3B. 4) REPORTS. Reporting requirements shall be fulfilled in accordance with Attachment 4. 5) PUBLICATIONS. Subrecipient agrees that all publications that result from work under this Subaward Agreement shall acknowledge that the project was supported by Awarding Agency and reference the Award No. above. 6) INVENTIONS. Consistent with U.S. Public Law 96-517, as amended by U S. Public Law 98-620, title to any invention made or conceived solely by Subrecipient in performing work under this Subaward Agreement shall vest in the Subrecipient ("Subrecipient Invention"). Inventions made or conceived solely by UW shall be owned by UW. Inventions made or conceived jointly by UW and Subrecipient shall be owned by UW and Subrecipient in accordance with U.S. patent and other applicable U.S. laws. Subrecipient shall promptly notify UW PI (as shown in Attachment 3A) in writing of any such Subrecipient inventions. Subrecipient hereby grants to UW a royalty -free, non-exclusive license for internal research and educational purposes to any such Subrecipient invention. 7) TERMINATION. Either party may terminate this Subaward Agreement upon thirty (30) days' written notice to the other party's Administrative and Authorized Contact as set forth in Attachments 3A and 3B. Upon receipt of such notice of termination, Subrecipient shall use reasonable efforts to limit or terminate any outstanding financial commitments related to the work to be performed under this Subaward Agreement. UW shall reimburse Subrecipient for all reasonable costs incurred by Subrecipient under this Subaward Agreement through the date of termination which are allowable in accordance with all applicable laws, regulations, terms and conditions, including without limitation, all reasonable and necessary non -cancellable financial obligations incurred by Subrecipient to carry out its work under this Subaward Agreement. 8) USE OF NAME. Neither party shall use the name of the other party, or the name of any faculty member, employee, or student of the other party, in connection with any product, service, promotion, news release, or other publicity without the prior written permission of the other party and in the case of an individual, the prior written permission of that individual. The parties agree that each party may use factual information regarding the existence and purpose of the relationship that is the subject of this Agreement for legitimate business purposes, to satisfy any reporting and funding obligations, or as required by applicable law or regulation without written permission from the other party. In any such statement, the relationship of the parties shall be accurately and appropriately described. 9) NOTICE OF DISPUTE, NEGOTIATION AND MEDIATION. Prior to commencing any legal action, the parties will attempt in good faith to resolve through negotiation any dispute, claim or controversy arising out of or relating to this Subaward Agreement. Either party may initiate such negotiations by providing written notice to the other party specifying that this provision of this Subaward Agreement is being utilized and setting forth the subject of the dispute and the relief requested. The party receiving such notice will respond in writing within ten (10) business days with a statement of its position on and recommended solution to the dispute. If the dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority shall meet at a mutually agreeable time and place within ten (10) business days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt in good faith to resolve the dispute. If the dispute is not resolved by these negotiations, the matter will be submitted to a mutually agreeable and recognized nonbinding mediation service prior to initiating legal action. The costs of the mediation service shall be shared equally by the parties. 10) DEBARMENT. Subrecipient certifies that it is not excluded, debarred, suspended or otherwise ineligible to participate in federal programs. In connection with the performance of their respective obligations under this Agreement, the parties shall not knowingly employ or contract with, whether or not for compensation, any individual, or entity currently listed by a federal agency as excluded, debarred, suspended or otherwise ineligible to participate in federal programs. 11) NONDISCRIMINATION. Subrecipient shall not engage in any unlawful discrimination nor will it discriminate against any person because of race, color, religion, national origin, age, handicap, status as a Vietnam era or disabled veteran, UW Research Subaward Agreement — Cost Reimbursement DOMESTIC Page 2 of 5 Version JAN2019