RESEARCH AND TECHNOLOGY DEVELOPMENT AGREEMENT [COMPANY]

and

[COUNTERPARTY]

The [COUNTERPARTY], a public institution of higher education with administrative offices at Seattle, Washington ("[COUNTERPARTY]"), and [COMPANY], having a place of business at [COMPANY ADDRESS] ("Company") agree as follows:

Background

Company desires to sponsor and participate in technology development research under the direction of [COUNTERPARTY].

[COUNTERPARTY] desires to conduct the Project and is willing to grant certain rights to Company upon the terms and conditions set forth herein.

[COUNTERPARTY] and Company desire the following: Appropriate commercialization of research results. [OTHER OBJECTIVES AS APPROPRIATE]

Definitions

"Agreement" shall mean this agreement, together with any Exhibits referenced herein.

"Effective Date" shall be the latest date on which the Agreement is fully executed by [COUNTERPARTY], and Company.

"Project" is set forth in the proposal entitled, “[PROJECT TITLE],” attached here as Exhibit A.

"Project Period" shall be from [START DATE] to [END DATE].

"Company Personnel" shall mean any and all technical or other personnel designated or used by Company to perform, render, or supervise any services, research, or assistance related to the Project, and who have obligations to assign their rights in proprietary matters to Company.