Georgian Research and Development Foundation (GRDF)
“Approved Budget - The project budget as specified in the approved proposal and any subsequent revisions thereto agreed by the Parties.
“Award Activation” — See Article 102.0
“CRDF” – The U.S. Civilian Research and Development Foundation.
“GRDF” – Georgian Research and Development Foundation
“CRDF/GRDF Contribution” – The Project Resources provided by CRDF/GRDF in support of the Project.
“Costshare” – The portion of the Project Cost not borne by CRDF/GRDF. Includes all Principal Organization and third party cash and in-kind contributions.
“Equipment” – Any physical item procured under the CRDF/GRDF award with a unit cost of $1,000 or more.
“Foreign Principal Organization” or “FPO” –The Principal Organization, located outside the United States.
“FPO Contribution” – The Project Resources provided by the Foreign Principal Organization in support of the Project.
“Individual Financial Support” – Payments made by CRDF/GRDF on behalf of a Principal Organization directly to a Project Participant for work performed by him/her on the Project. See Article 103.1
“Institutional Support” – Payments made by CRDF/GRDF to the Principal Organization to partially reimburse the organization for costs incurred in carrying out the Project. See Article 103.5.
“Principal Investigator/Project Director” or “PI/PD” –The individual(s) designated by the Principal Organization and approved by CRDF/GRDF, with responsibility for day-to-day technical and financial oversight of Project activities.
“Principal Organization” or “PO” –A corporation, partnership, association, institution or other organization that receives assistance under this Agreement and is responsible for carrying out the Project as specified in the approved proposal.
“Project Participant” – An individual, designated by the Principal Organization and approved by CRDF/GRDF, who carries out work on the Project, including but not limited to the Principal Investigator/Project Director.
“Project Resources” – The cash, equipment, materials, supplies and/or services identified in Award Funding Summary section of the Award Summary.
“Project” – The research project or other activity as described in the approved proposal for which support is provided under this Agreement.
“Project Cost” – The total expected cost of the activity including the CRDF/GRDF contribution and all contributions from other sources.
“Secondary Collaborator” – A corporation, partnership, association, institution or other organization, other than the Principal Organization, that participates in the Project and receives Project Resources.
“Third- Party Contribution” – Project Resources provided by an organization other than CRDF/GRDF or the Principal Organizations in support of the Project.
“U.S. Principal Organization” or “USPO” – The Principal Organization located in the United States.
“USPO Contribution” – The Project Resources provided by the U.S. Principal Organization in support of the Project.
101.0 General Responsibilities
- Responsibilities of CRDF/GRDF
The CRDF/GRDF Contribution will be provided in accordance with the terms and conditions of this Agreement. In addition, CRDF/GRDF may administer PO or Third Party cash contributions to the Project Participants as specified in the Award Summary.
CRDF/GRDF shall endeavor to assist the POs in resolving project-related financial, administrative and logistical issues within the scope of CRDF/GRDF procedures, program guidelines and legal status.
CRDF/GRDF shall have no responsibility for the conduct, operation or outcome of the Project or related activities. Such responsibility resides and remains solely with the POs.
- Responsibilities of the Principal Organizations
The POs are responsible for providing project and administrative support to their respective PI/PDs, the Project Participants and Secondary Collaborators, for coordinating their efforts to carry out the Project, and for compliance with the terms of this Agreement and with CRDF/GRDF procedures, including but not limited to the submission of all required reports and documentation related to the use of Project Resources.
The POs shall have sole responsibility for the conduct, operation and outcome of the Project and such other responsibilities as are set forth in this Agreement.
- Responsibilities of the Principal Investigators/Project Directors
The PIs/PDs are responsible for overseeing the technical work to be performed under the Project; for providing technical leadership; for preparing and submitting payment requests and required reports in accordance with CRDF/GRDF guidelines and the policies of their respective POs; for ensuring that activities are coordinated with the POs and other Project Participants; and for managing the Project in compliance with terms of this Agreement.
102.0 Award Activation
This Agreement shall become effective upon execution by all Parties. CRDF/GRDF will notify the POs in writing of the date on which the Agreement becomes effective (Award Activation Date).
If any PO fails to execute this Agreement within sixty (60) days of notice of award by CRDF/GRDF to the PI/PDs and POs, the offer of Award shall be deemed withdrawn and any prior signature of the Agreement shall be deemed null and void.
102.1 Pre – Activation Costs
Only allowable costs incurred by POs and other Project Participants after the Award Activation Date may be charged to the Agreement. All costs incurred prior to the Award Activation Date are the sole responsibility of the Project Participants.
103.0 Payments – General
- Payments by CRDF/GRDF under this Agreement are subject to PO compliance with the terms thereof and with current applicable CRDF/GRDF payment procedures. Failure to comply with the terms of this Agreement may, at the sole discretion of CRDF/GRDF, result in the suspension of payments, and be grounds for suspension or termination of the Agreement as provided in Articles 123.0 and 124.0 of this Agreement.
- CRDF/GRDF will make payments for work actually performed and pay or reimburse costs actually incurred, provided such costs are reasonable in amount and reasonably necessary in the execution of the Project as provided for in the Approved Budget.
- Upon the expiration (or termination) of this Agreement-CRDF/GRDF reserves the right, in its sole discretion, to determine the method of payment, and to decline any request received that is inconsistent with the terms of this Project Agreement or in violation of CRDF/GRDF procedures or program guidelines.
- CRDF/GRDF or CRDF/GRDF-administered funds disbursed to the POs but not yet expended shall be promptly returned to CRDF/GRDF, except if, and to the extent that, such funds are needed to pay approved obligations that cannot be cancelled without significant penalty; and
- Funds contributed by a for-profit PO or Third Party but not yet expended shall be returned to the contributor based on actual costs incurred up to the date of expiration (or termination).
- The PI/PD designated by each PO shall have the authority to prepare and submit payment requests to CRDF/GRDF on its behalf in accordance with the Budget, unless the PO delegates that authority in writing to another individual.
103.1 Payment to Recipients – Individual Financial Support
A. Payments to individual project participants will be made in the form of individual grants to each designated Project Participant. Payments of individual grants will be made directly to individual bank accounts designated by CRDF/GRDF for the benefit of the individual participant in accordance with current CRDF/GRDF procedures.
B. The payment of individual financial support (IFS) to individual project participants will be based on and supported by individual timesheets, signed by both the requesting project participant and the responsible Principal Investigator/Project Director. Timesheets are to be maintained daily and submitted to the Principal Investigator/Project Director on a monthly basis for review and approval.
C. Project participants must use a CRDF/GRDF-provided timesheet template, unless an alternative template has been approved, in writing, by the CRDF/GRDF Grant Representative. Timesheets will be completed based on actual time worked on CRDF/GRDF-funded activities, with working hours being recorded on the provided timesheet template.
D. Participants engaged in more than one concurrent CRDF/GRDF project must complete one single timesheet recording hours spent for each project separately.
E. The Principal Investigator/Project Director is responsible for monitoring and documenting participants’ compliance with timekeeping and reporting requirements; ensuring that participants are trained and informed on the timekeeping and reporting requirements; ensuring the timely collection of timesheets from all participants on the project each month; reviewing of timesheets for accuracy; certifying the accuracy of the timesheets collected; ensuring that payment requests are submitted to CRDF/GRDF in a timely manner; and maintaining timesheet records for the project.
F. CRDF/GRDF, or its representatives, reserve the right, at CRDF/GRDF’s sole discretion, to request any or all timesheets associated with IFS payments at any time during the award term, and for a period of three years after its expiration. It is the responsible Principal Investigator/Project Director’s responsibility to ensure that original timesheets are properly maintained for this period and readily available for review by CRDF/GRDF or its representatives and promptly transmitted to CRDF/GRDF for review upon request.
G. Failure to adhere to the CRDF/GRDF timesheet requirement may lead to disallowed IFS expenses.
103.2 Payments to Recipients – Travel Expenses
- Requests for arrangements for authorized travel (domestic and international transportation, allowances and per diem) will be submitted to the CRDF/GRDF Grant Representative in such form and detail as may be specified in the applicable CRDF/GRDF procedures. Payments will be made directly to the carrier, vendor, traveler or other parties, as appropriate, by CRDF/GRDF.
- Allowable Expenses
- Travel Allowances (meals, incidentals & lodging expenses) may not exceed current CRDF established rates.
- All air transportation purchased under this Agreement must be at the lowest available coach fare. Business-class and first-class tickets are not allowable expenses under this Agreement.
- Unless authorized by CRDF/GRDF, all plane tickets must be purchased via a CRDF/GRDF-designated travel agency.
- Miscellaneous travel expenses such as ground transportation, visa fees and medical insurance will be paid on a reimbursable basis upon submission of an appropriate reimbursement request and original receipts.
103.3 Payments to Recipients – Equipment, Supplies and Services
- POs shall submit all requests for purchase of materials, equipment, supplies or services to GRDF or its representative in such form and detail as may be specified in the applicable CRDF/GRDF procedures. CRDF/GRDF reserves the right to decline or modify the request, or to designate an alternate vendor(s). Payments will be made on behalf of the PO by CRDF/GRDF directly to the approved vendor(s) unless otherwise agreed in writing by CRDF/GRDF.
- Certain purchases of materials, equipment or supplies may be subject to U.S. Department of Commerce Export Control Regulations (“ECR”). In such cases, the recipient shall cooperate with CRDF/GRDF to obtain the necessary export licenses or similar authorization. CRDF/GRDF will deny any purchase request that is not authorized under the ECRs.
- All POs shall comply, and shall assure that their PI/PDs, Project Participants and Secondary Collaborators comply, with the terms and conditions of any export license applicable to materials, equipment or supplies financed in whole or in part under this Agreement.
103.4 Equipment and Other Property – Recipients
- No item of equipment or other property with a purchase price of more than US$1,000, other than items identified in the Approved Budget, may be acquired under this Agreement without the prior written approval of CRDF/GRDF. All such items shall be clearly and prominently marked as having been provided (or financed) by CRDF/GRDF.
- All equipment and other property acquired under this Agreement mustUnless otherwise stipulated in this Agreement, equipment and other physical property received by the PO, or Secondary Collaborator, under this Agreement is supplied in the capacity of technical assistance and is transferred to the PO, or Secondary Collaborator, as authorized by CRDF/GRDF. The PO, or Secondary Collaborator, will inform CRDF/GRDF within thirty (30) days of receipt of any equipment purchased under this Agreement, and provide a written confirmation of registration of the equipment and materials on the Institutional balance.
- remain available to and be used for the Project, and may not be sold, leased, mortgaged or otherwise transferred, or used for any non-Project purpose,
- Title to equipment and other property acquired under this Agreement will vest in the recipient PO or Secondary Collaborator, as appropriate, unless otherwise directed by CRDF/GRDF in writing.
- Use of any equipment or other property acquired under this Agreement by military end-users or for military purposes is expressly prohibited.
- The PO shall ensure that all equipment and property provided under this Agreement is maintained in a manner consistent with its specifications and reasonable care, security and maintenance.
- In the event this agreement is terminated for cause or the PO is in material breach thereof, CRDF/GRDF may, at its sole discretion, require that any equipment and property acquired under this Agreement be returned to CRDF/GRDF or transferred to a third party as directed by CRDF/GRDF. The shipping costs related to the return or transfer of the equipment and property will be borne by CRDF/GRDF.
- be located and maintained at the premises of the PO or an authorized Secondary Collaborator, as appropriate, and remain accessible for viewing, examination or audit unless CRDF/GRDF agrees otherwise in writing.
103.4.1 Equipment Usage Log – Recipients
The PO is required to maintain an Equipment Usage Log (a sample template available from CRDF/GRDF) for any individual piece of equipment with an original cost of $25,000 or more. The log must be made available to CRDF/GRDF and/or its designated representatives upon request. The log must include the following information:
1) date of use;
2) name of user, institutional affiliation & contact information;
3) nationality of user;
4) project/research name;
5) any fees collected for equipment use (if applicable).
Such log(s) must be maintained for the duration of the award period.
103.5 Payments to Recipients – Institutional Support
- Unless otherwise stated in the Award Summary, CRDF/GRDF will make payments to the PO (or a Secondary Collaborator) for Institutional Support upon receipt of [i] Request for Payment form(s) with such information and certifications as CRDF/GRDF may require, and [ii] a report, acceptable to CRDF/GRDF, on the receipt and disposition of all previous payments, in accordance with the following schedule:
|Payment 1||50% of approved Institutional Support amount will be advanced to the PO upon Award Activation.|
|Payment 2||25% of approved Institutional Support will be advanced to the PO at the midpoint of the agreement term; and|
|Final Payment||25% of approved Institutional Support as reimbursement for costs incurred prior to the expiration of this Agreement and not covered by institutional support funds previously paid to the PO.|
- Institutional Support will be paid to the currency account of the PO identified at the time of award activation. This account must be legally-registered and held at a legally-recognized and fully-licensed financial institution located within the PO’s home country. The PO will promptly inform CRDF/GRDF, in writing, of any change in this account information. CRDF/GRDF reserves the right to designate the use of a specific banking institution for the handling of such funds at any time during the term of this Agreement.
- Institutional Support funds must be utilized for direct and/or indirect institutional expenses related to the execution of the Project. Such costs may include, but are not limited to, renovation to research facilities, payment of utilities costs and administrative expenses related to the Project, and other Project-related costs.
- Taxes and duties are not allowable costs for Institutional Support funds and no funds provided by CRDF/GRDF may be used for such expenses.
103.6 Payments to Recipients – Secondary Collaborators
Payments to authorized Secondary Collaborators (as identified in the Award Summary) will be paid in accordance with guidelines for payments to recipients outlined in Articles 103.1- 103.5 of this Agreement. All requests for payment to or on behalf of a Secondary Collaborator must be approved by the PO prior to submission to CRDF/GRDF. The PO is responsible for ensuring that Secondary Collaborators comply with the provisions of this Agreement and with CRDF/GRDF policies and procedures relating to the use of Project Resources including all applicable reporting requirements.
103.7 Payments to Recipients – Advances to Individuals
CRDF/GRDF may, at its discretion and upon request of the PI/PD, advance funds to individual project participants for travel or certain materials & services expenses. The individual recipient is responsible for compliance with CRDF/GRDF policies and procedures relating to the use of advanced funds and reporting on the use of these funds. Failure to comply with CRDF/GRDF policies on advances may [i] disqualify the recipient from receiving further advances; [ii] result in the recipient being required to repay all advanced funds to CRDF/GRDF or forfeiture of individual financial support funds to the recipient; [iii] result in termination of support for the individual participant under this Agreement and disqualification from participation in other CRDF/GRDF programs; [iv] or other actions as may be permitted by law.
103.8 Payments to Recipients – Institutional Advances
- Funds advanced to the PO for operational and programmatic expenses under this Agreement must be maintained in a legally-registered account held at a legally-recognized and fully-licensed financial institution acceptable to CRDF/GRDF located within the PO’s home country. Any CRDF/GRDF funds held by the PO must be in an interest-bearing account unless authorized in writing by the CRDF/GRDF Grant Representative. CRDF/GRDF funds may not be co-mingled with funds from other sources.
- The PO must submit detailed financial reports in a format provided by CRDF/GRDF in accordance with the schedule set forth in the Award Summary. These reports must include appropriate supporting documentation for all funds received and payments made for the reporting period including bank statements and other relevant documentation.
- In the event of suspension or termination of the award, CRDF/GRDF or CRDF/GRDF-administered funds disbursed to the POs but not yet expended shall be promptly returned to CRDF/GRDF, except if, and to the extent that, such funds are needed to pay approved obligations incurred prior to the date of termination or suspension that cannot be cancelled without significant penalty. Such funds must be returned to CRDF/GRDF within ten (10) business days of notice of termination or suspension.
103.9 Interest Income – Institutional Advances – Recipients
Unless otherwise stated in the Award Summary, interest income earned from funds provided by CRDF/GRDF as an advance may be retained by the PO and may be used for general operational expenses of the PO. Any such income earned must be reported to CRDF/GRDF as part of the PO’s financial reports under this Agreement.
Unless specifically authorized in the Award Summary, the POs are not authorized to issue subawards under this Agreement without the written authorization of the CRDF/GRDF Grant Representative.
POs may not engage consultants under this agreement unless specifically authorized in the Approved Budget or Award Summary. For projects that include consultants in the approved proposal, CRDF/GRDF may, at its discretion, elect to contract directly with consultants on behalf of the recipient POs. The expenses paid by CRDF/GRDF to such consultants will be charged against the award.
106.0 Notification to CRDF/GRDF of Certain Events
The POs shall notify CRDF/GRDF, in writing, as soon as possible after the occurrence of any of the following events:
- Any significant change in the methodology or procedures being used in the Project from those discussed in the proposal;
- Any significant or major findings, breakthroughs, or events of unusual interest;
- Any problems, delays or adverse conditions that will materially affect the Project, its objectives or time schedules and actions being taken to address them;
- Any changes in project personnel or their status on the project; and
- Any change in a PI/PD’s institution, mailing address, telephone or fax numbers, or e-mail address;
- Any change in or absence of a PI/PD or Project Participant for a period longer than thirty (30) days;
- Any change in the PI/PD’s or other key personnel’s level of effort devoted to the project;
- Any significant change in the Project objectives or scope;
- Any reallocation between budget categories not previously approved that is equal to or exceeds $500.00.
- All changes in Project personnel, budget reallocation requests (per subparagraph (I) above), and/or changes in Project objectives or scope are subject to CRDF/GRDF approval.
106.1 Reporting Requirements – General
- The POs shall submit technical and financial reports in accordance with the schedule set forth in the Award Summary. All reports are subject to review and acceptance by CRDF/GRDF.
- Project Status Reports will detail all payments received during the reporting period and will detail all materials, equipment, supplies and services purchased, travel undertaken, and other relevant financial details. A format for these reports is available on the CRDF/GRDF website, or will be made available upon request.
- The POs shall submit a Final Project Report within thirty (30) days of the expiration of this Agreement. This report will detail the use and disposition of all payments received under the Agreement, as well as the overall status of the Project, significant accomplishments, and problems encountered. A format for this report will be provided by CRDF/GRDF prior to the expiration of this Agreement.
- Failure to submit required reports may, at the sole discretion of CRDF/GRDF, result in the suspension of payments, or suspension or termination of this Agreement in accordance with the provisions of Articles 123.0 and 124.0.
106.3 Reporting Requirements – Travel Grant Awards
Travel Grant Recipients are required to submit a final narrative and financial trip report within thirty (30) days of the conclusion of travel funded under this agreement. A format for this report will be provided by CRDF/GRDF.
106.4 Reporting Requirements – Institutional Awards
Quarterly reports will be submitted no later than the 15th day following the end of the calendar quarter, on the following schedule:
|Quarter I January 1st to March 31st||Report due: April 15th|
|Quarter 2 April 1st to June 30th||Report due: July 15th|
|Quarter 3 July 1st to September 30th||Report due: October 15th|
|Quarter 4 October 1st to December 31st||Report due: January 15th|
Reports will be submitted via electronic mail concurrently to the CRDF/GRDF Program and Grant Representatives. Reports should contain the following documents:
- The CRDF/GRDF Institution Building Grant Financial Report Template (to be provided by the CRDF/GRDF Grant Representative)
- Scanned copies of bank statement balance pages.
- A narrative summary of the past quarter
- A narrative justification of the advance request for the next quarter.
- Any additional supporting documentation deemed necessary by the grantee.
106.7 Reporting Requirements – Financial – Trip Reports
Trip Reports: Project Participants will submit brief trip reports at the conclusion of any Project-related travel detailing the purpose and outcome(s) of trips undertaken in the course of the Project. A format for these reports will be made available by CRDF/GRDF.
106.8 Reporting Requirements – Institutional Support – Recipients
Institutional Support: Periodic reports from the PO detailing funds received from CRDF/GRDF and expenditures of funds provided as Institutional Support are required. In addition, the PO shall secure such reports from any Secondary Collaborator(s) receiving Institutional Support funds under this Agreement and shall provide those reports to CRDF/GRDF. A format for these reports will be provided by CRDF/GRDF.
106.9 Reporting Requirements – Financial – Costsharing
If the award indicates costshare commitments from the PO or Third Party Contributor, the POs are required to include information on all costshare contributions made by the POs or received from the Third Party Contributor during the corresponding reporting period. Such information is subject to CRDF/GRDF review and audit and CRDF/GRDF reserves the right to request documentation supporting all reported costsharing.
107.0 Civilian Research Certification
By signing this agreement the POs and PI/PDs confirm their intention that the results of all work supported in whole or in part under this Agreement shall be used solely for civilian purposes and that all work will be performed in a civilian environment in facilities that are accessible to CRDF/GRDF in accordance with the provisions of this Agreement.
108.0 Audit and Access
- Financial and other records pertinent to this Agreement shall be retained by the Principal Organizations and/or the PI/PDs, as appropriate, for a period of not less than three (3) years from the expiration date of this Agreement. CRDF/GRDF and the Comptroller General of the United States, or their authorized representatives shall have the right, with reasonable notice and during regular business hours, to examine and copy those records for any lawful purpose.
- CRDF/GRDF, the National Science Foundation, and the Comptroller General of the United States, or their respective authorized representatives, shall have the right to conduct site visits to facilities where Project-related activities are being performed, meet with Project Participants, and view any materials, equipment or supplies purchased under this Agreement. The POs and Secondary Collaborators, as appropriate, will take all necessary steps to ensure that the above-referenced parties or their authorized representatives, with reasonable notice, are granted access to all facilities where Project work is performed and to all Project Participants.
- In the event that a PO denies a request for access authorized under this article, within ten (10) days thereafter, the PO shall provide a written justification for the denial of access and shall propose an acceptable alternative date not later than thirty (30) days of original date requested by CRDF/GRDF.
- Failure to provide access as required in this article shall constitute a material breach of this Agreement and may, at the sole discretion of CRDF/GRDF, result in the immediate suspension and/or termination of the award and the disqualification of the PO to participate in or receive funding under any current or future CRDF/GRDF program. The PO may also be required to return all funds and all materials, equipment and supplies received from or financed by CRDF/GRDF under this Agreement.
- The PO shall ensure that CRDF/GRDF or its authorized representatives are provided access to the facilities of authorized Secondary Collaborators on terms substantially identical to those set forth in this Article.
109.0 Intellectual Property – General Clause
- Unless otherwise indicated in the Award Summary, this Article governs the ownership and disposition of Intellectual Property (IP) conceived or developed in the performance of this Agreement.
For purposes of this Agreement, IP includes, without limitation, the rights relating to:
- literary, artistic and scientific works,
- inventions in all fields of human endeavor,
- scientific discoveries,
- industrial designs,
- trademarks, service marks, and commercial names and designations,
- protection against unfair competition,
and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields.
- The Parties will provide CRDF/GRDF with copies of any pre-existing written agreement, and/or a summary of the terms of any pre-existing oral agreement, that may affect the IP conceived or developed in the performance of this Agreement.
- Intellectual Property rights shall be allocated as follows:The POs shall ensure that IP conceived or first developed in performance of this Agreement is promptly and effectively protected. To that end, the PI/PDs shall promptly notify one another of any such IP and shall promptly seek protection therefore.
- Unless otherwise agreed, this Agreement shall not affect IP rights owned by POs, Project Participants and/or Secondary Collaborators prior to the Award Activation Date.
- All right, title and interest to IP conceived or first developed in the performance of this Agreement shall vest in the POs and/or Project Participants that conceived or first developed it.
- All right, title and interest to IP jointly conceived or jointly developed shall be jointly owned by responsible POs and/or Project Participants.
- Each PI/PD shall have a non-exclusive, irrevocable, royalty-free license in all countries to translate, reproduce and publicly distribute scientific and technical journal articles, reports, and books arising under this Agreement. All publicly distributed copies of a copyrighted work prepared under this provision shall indicate the names of the authors of the work unless an author explicitly declines to be named.
- The rights of researchers and scientists visiting in furtherance of their education shall be governed by the rules of the host institution. Each visiting researcher and scientist named as an inventor or author shall have the right to national treatment regarding awards, benefits or other compensation, including royalties in accordance with the rules of the host institution.
- CRDF/GRDF makes no claim to any IP conceived or developed in the performance of this Agreement.
- Disputes concerning IP conceived or first developed in performance of this Agreement should be resolved through discussions between the concerned POs or PI/PDs. Any dispute not resolved in this manner within a reasonable time will be referred to and resolved by binding arbitration in an arbitral tribunal acceptable to both parties for arbitration by a single arbitrator in accordance with the applicable rules of international law.
Each party will bear its own costs, provided, however, that the arbitrator may allocate all or any part of the prevailing party’s costs (including, without limitation, reasonable attorneys’ fees) to the non-prevailing party, as he/she deems equitable. The award will be final and binding on the parties, and judgment thereon may be entered in any court of competent jurisdiction.
Unless otherwise agreed in writing, the parties will continue to perform their respective obligations under this Agreement notwithstanding the existence of a IP dispute or the pendency of an arbitration proceeding.
- The provisions of this Article shall survive the expiration or earlier termination of this Agreement.
110.0 Business Confidential Information
- In the event that information identified in a timely fashion as business-confidential is furnished or created under the award, each PO, PI/PD and Project Participant shall protect such information in accordance with applicable laws, regulations, and administrative or internal practice.
- Information may be identified as “business-confidential” if (1) a person having the information may derive an economic benefit from it or obtain a competitive advantage over those who do not have it, (2) the information is not generally known or publicly available from other sources, and (3) the owner of the information has not previously made it available without imposing in a timely manner an obligation to keep it confidential.
- All aspects of this Agreement, except its financial aspects and information specifically designated as business confidential in accordance with the provisions set forth in this Project Agreement, are considered accessible to the public.
- Any publication of any material based on or developed under the Project must contain the following acknowledgment:
|“This publication is based on work supported by Award No. ______ of the U.S. Civilian Research & Development (CRDF)/Georgian Research and Development Foundation (GRDF).”|
- Every publication of material based on or developed under this Agreement (except scientific articles or papers appearing in scientific, technical or professional journals) must contain the following disclaimer:
|“Any opinions, findings and conclusions or recommendations expressed in this material are those of the author(s) and do not necessarily reflect the views of CRDF/GRDF.”|
- Copies of publications based on or developed under this Agreement shall be provided to CRDF/GRDF or its authorized representatives upon request.
112.0 Liability – General Clause
- CRDF/GRDF shall have no liability to the POs, Project Participants or any other entity or person for any claim, loss, damage or injury incurred in the course of (or in connection with) performance of this Agreement. POs and Project Participants shall indemnify, hold harmless and defend CRDF/GRDF, its officers, directors, employees and agents, and their successors and assigns, from and against any and all claims, demands, and actions, and from any and all liabilities, damages, and expenses (including reasonable attorneys’ fees and litigation costs) resulting therefrom, arising out of, or related to, the performance of this Agreement or the representations or warranties made by the POs and Project Participants herein except if, and to the extent, due to the negligent, willful or intentional misconduct of CRDF, its officers, employees or agents.
- CRDF/GRDF shall promptly notify the POs of any claim or other circumstance likely to give rise to a claim under the preceding paragraph, and shall afford the POs the opportunity to defend or settle that claim with legal counsel acceptable to CRDF/GRDF. If the POs defend the claim, CRDF/GRDF may participate in such defense with its own legal counsel at the PO’s expense. If, within fifteen (15) days after receipt of notice, the POs have not assumed the defense thereof, CRDF/GRDF may do so, on the POs’ behalf, with all reasonable expenses of such defense to be paid by the POs; provided that CRDF/GRDF shall not compromise or settle the claim without the prior written consent of the POs.
- The obligations set forth in this article shall survive the expiration or earlier termination, for any reason, of this Agreement.
113.0 Insurance – General
Mandatory health insurance, including medical evacuation insurance, is required for all participants traveling for purposes related to this Agreement. Participants are required to maintain adequate insurance coverage for the duration of any travel in whole or in part under this Agreement. Travelers are individually responsible for obtaining such insurance, unless otherwise specified in the Award Summary, and must provide confirmation of such coverage when requested by CRDF/GRDF. The reasonable cost of such coverage may be charged to the award.
115.0 Compliance with Applicable Laws
(A) Each PO, PI/PDs and Project Participant shall comply with the U.S. Foreign Assets Control Regulations, Title 31, Chapter 5 of the Code of Federal Regulations, found at http://www.access.gpo.gov/nara/cfr/waisidx_04/31cfr500_04.html. Project Resources provided under this agreement may not be, directly or indirectly, provided to any entities or organizations subject to U.S. administrative measures pursuant to 31 CFR, Chapter 5. The foregoing prohibitions include, without limitation:
(1) procuring any goods, technology or services, or enter into any agreement for the procurement of any goods, technology or services from;
(2) providing any assistance to or obligating funds for such purpose with; or
(3) importing into the U.S. any goods, technology, or services produced or provided by, any of the entities described in the above regulations or executive orders.
(B) Each PO, PI/PDs and Project Participant shall comply with Executive Order 13224 — Blocking Property And Prohibiting Transactions With Persons Who Commit, Threaten To Commit, Or Support Terrorism, found at http://www.ustreas.gov/offices/enforcement/ofac/sanctions/terrorism.html.
(C) Each PO, PI/PDs and Project Participant shall assist CRDF in supplying any information or in complying with any laws, regulations, or procedures necessary for CRDF’s performance of this Agreement.
(D) Failure to strictly adhere to any of the provisions of this Article shall constitute a material breach of this Agreement.
116.0 Force Majeure
No party shall be liable for any failure to perform its obligations under this Agreement, if such failure results from any Acts of God, Acts of War, riot, civil unrest, flood, earthquake or other similar cause beyond such party’s reasonable control (including any mechanical, electronic or communications failure, but excluding failure caused by a party’s financial condition or negligence).
117.0 Human Research Subjects
- If human subjects are involved in any research, development and related activities supported by this Award, the POs agree that the POs are responsible for the protection of the rights and welfare of any human subjects involved and the POs agree to comply with, and to require the Project Participants, to:
- Comply with, the NSF regulation entitled, ⌠Protection of Human Subjects¡ [45 CFR 690] for those projects funded with funds originating from U.S. Government sources; or
- Comply with the Declaration of Helsinki, the Belmont Report, the International Conference on Harmonization (ICH) guidelines, or the Council for International Organizations of Medical Sciences (CIOMS) International Ethical Guidelines for Biomedical Research Involving Human Subjects for projects funded with private funds or funds from a governmental entity that has not adopted the Common Rule, unless more specific human subjects protections are required by a PO’s Federal-wide Assurance.
- General Terms and Conditions of CRDF Funding of Research Involving Human SubjectsDefinitions
- As a condition precedent to any funding by CRDF, Principal Organization(s) and Principal Investigator(s) must each ensure that the rights and welfare of any human subjects involved in research, development and related activities supported by the Award are protected.
- CRDF provides monitors, audits and/or reviews the activities of the POs and PI/PDs related to human subjects protections as a means of providing oversight and stewardship of research funds. No party to this Agreement intends such actions to indicate that CRDF is in any way responsible for the conduct of the research or for complying with the human subjects protection requirements set forth herein.
⌠Human subject is defined as ⌠a living individual about whom an investigator (whether professional or student) conducting research obtains data through intervention or interaction with the individual or identifiable private information. [45 CFR 690.102(f)]
⌠Research is defined as systematic investigation designed to develop or contribute to generalizable knowledge. Activities that meet this definition constitute research for purposes of applying the regulation even if they are supported by a grant that might have as its overall purpose an activity that is not primarily research. For example, some demonstration, training, and service programs may include research activities. [45 CFR 690.102(d)].
⌠Serious Adverse Event may be defined as any adverse experience that results in any of the following outcomes: death; life-threatening adverse drug/device/product experience; inpatient hospitalization; prolongation of existing hospitalization; persistent or significant disability / incapacity; and/or congenital anomaly or birth defect.
⌠Unanticipated problems involving risk to human subjects may be defined as events unexplained or unexpected in the context of the original research proposal and the scientific literature at the time the protocol was first submitted to the Institutional Review Board (IRB) / Independent Ethics Committee (IEC).
- Certifications by PO and PI
The PO and PI/PD each certifies that:
- It has obtained IRB or IEC approval of the research (or a determination that written approval is not required, e.g., exempt research) from an IRB/IEC registered with the US Office of Human Research Protections (OHRP);
- It has obtained the required approval(s) (or a determination that written approval is not required) from the applicable governmental office(s) for the research, including but not limited to the filing of the required applications related to investigational new drugs or investigational devices;
- It has a Federal-wide Assurance (FWA) on file with OHRP, and it will comply with the FWA throughout the term of the Project Agreement, which represents a public commitment to comply with the human subjects protections standards of the Belmont Report and the Common Rule;
- It will conduct the research in accordance with the NSF regulation entitled, Protection of Human Subjects [45 CFR 690 et seq.];
- It has policies and procedures in place to address and report possible scientific misconduct in conformance with the laws and regulations of the applicable governmental office(s);
- It has a conflict of interest policy whereby POs, PI/PDs and Project Participant(s) are required to report potential conflicts of interest as may be required to enable these interests to be considered by the IRB/IEC in its review and approval of the research;
- POs(s) and PI/PDs have furnished adequate training regarding human subjects protections to their employees, agents, subcontractors, and representatives.
Responsibilities of POs and PI/PDs Related to Human Subjects Protections
- FWA/IRB/IEC: POs will each provide CRDF with its FWA number, and its IRB/IEC registration number prior to the initiation of the research.
- Evidence of IRB/IEC Approval: POs will each provide CRDF with written evidence of review and approval of the research (or a determination that written approval is not required) by a qualified IRB/IEC prior to the initiation of the research, and on an on-going basis, which shall be at least annually.
- Compliance With Approved Proposal/Protocol: POs and PI/PDs will each not deviate from or amend the proposal that was approved by the IRB/IEC without prior written notification to CRDF and approval by the IRB/IEC, except where necessary to protect the safety, rights or welfare of a participant. In the event of modification of the proposal for the welfare of subjects, the POs and PI/PDs will each immediately notify the appropriate IRB/IEC, with a copy to CRDF, of the action taken or to be taken, and how such action is/was in the best interest of the participant.
- Informed Consent: POs and PI/PDs will each use the IRB/IEC approved version of the informed consent that complies with all applicable provisions of 45 CFR Part 690, including additional safeguards for research involving vulnerable populations (45 CFR 690.111(b)) and obtain documented voluntary informed consent from each participant prior to enrolling the subject in the research.
- Adequate Qualifications: POs and PI/PDs will each ensure that it and its employees, agents, subcontractors, and representatives are qualified by education, training and experience to conduct and/or participate in the research.
- Adequate Resources: POs and PI/PDs will each ensure that there are adequate resources, including qualified staff and facilities, for the duration for the trial to conduct the trial properly and safely and in conformance with governing laws and/or regulations.
- Confidentiality: POs and PI/PDs will each ensure that the records identifying the subjects will be kept confidential, yet such records will be available for CRDF auditing purposes pursuant to the terms of this Agreement, as permitted by applicable law and/or regulation.
- Adverse Event Reporting: POs and PI/PDs will each comply with all applicable reporting obligations related to human subjects protections including but not limited to:
- unanticipated problems involving risks to subjects or others, or any serious or continuing noncompliance;
- any suspension or termination of IRB/IEC approval; and
- if the research is subject to FDA jurisdiction, any serious adverse event.
- a copy of such report must be furnished as soon as practicable to CRDF.
- Inspection: POs and PI/PDs shall notify CRDF immediately by telephone or telefax if any governmental agency requests permission to and does inspect the facilities and research records POs and PI/PDs during the term of this Agreement and will provide CRDF with: (i) copies of all materials, correspondence, statements, forms and records which POs and PI/PDs receive or obtain pursuant to the inspection; and (ii) copies of, or a log of all materials, correspondence, statements, forms and records provided to the inspecting agency as CRDF may reasonably request.
- Proposals Lacking Definite Plans for Involvement of Human Subjects: If POs and PI/PDs each submits a proposal that does not currently but may subsequently involve human subjects during the period of funding, POs and PI/PDs will ensure that no human subject is involved in nonexempt research activities supported by an Award without prior review and approval of such human subject activities by an IRB/IEC. IRB/IEC approval must be provided to CRDF prior to the disbursement of any portion of the Award for human subject related activities.
Should any provision of this Agreement be determined to be unlawful by a court of law or adjudicative body with jurisdiction over the parties, the remaining provisions of this Agreement will continue to remain in force and effect and shall be interpreted so as to best effect the original intentions of the parties.
In any dispute between CRDF/GRDF and a PO, PI/PD or Project Participant relating to this Agreement, the parties shall use their best efforts to resolve the dispute by discussion and accommodation. All disputes that are not resolved in this manner shall be resolved by court.
121.0 Issuance in Multiple Languages
For explanatory purposes or for the sake of clarification, this Agreement and associated documents may be translated into one or more languages other than English. In the event of the existence of such translations, the English-language version shall serve as the definitive version determining the interpretation of any provision contained herein.
- CRDF/GRDF may suspend this Agreement, in whole or in part, for any reason, by providing at least fifteen (15) days written notice to the POs.
- Normally, CRDF/GRDF will suspend the Agreement only after it has informed the POs of the basis for the suspension, and has given them a reasonable opportunity to correct any deficiency. However, CRDF/GRDF may suspend the Agreement immediately, without notice, when it believes that such action is reasonable to protect the interests of the CRDF/GRDF and/or the U.S./Georgia Government.
- No costs incurred during a suspension period will be allowable, except those costs which, in the opinion of CRDF/GRDF, the PO could not reasonably avoid or eliminate, or which were otherwise authorized in the suspension notice, provided such costs would otherwise be allowable under the terms of this Agreement and the appropriate cost principles.
- CRDF/GRDF may terminate this Agreement for any reason upon thirty (30) days written notice to the other Parties.
- CRDF/GRDF may terminate this Agreement immediately by giving written notice to the to the POs upon the occurrence of any of the following events:Within two weeks of the termination date, the POs shall deliver to CRDF/GRDF a final technical and financial report, including an itemized accounting of costs incurred prior to the termination date, in a format to be determined by CRDF/GRDF. Settlement payments or adjustments will be determined by CRDF/GRDF, in its sole and absolute discretion, based on the terms of this Agreement and the appropriate cost principles, giving due consideration to the Project’s progress. In no event will the total of CRDF/GRDF payments exceed the CRDF/GRDF Contribution, or CRDF/GRDF’s pro rata share of the total Project costs, whichever is less.
- the failure of the PO materially to comply with any of the terms or conditions of this Agreement; or
- the insolvency, bankruptcy, reorganization under the bankruptcy laws, or assignment for the benefit of creditors of a PO if CRDF/GRDF concludes that there is reasonable doubt that the PO has the resources or ability to properly perform its obligations hereunder.
- Third Party Contributions deposited with CRDF/GRDF but not yet expended on the termination date shall be returned to the contributing organization based on a prorated allocation of actual costs incurred up to the date of termination.
125.0 Conflict of Interest
- All POs shall adhere to the highest ethical standards in all matters related to CRDF/GRDF award, and shall assure that the PI/PDs and other Project Participants adhere to those standards.
- For purposes of this Article–No PO, PI/PD or Project Participant may participate in any decision involving the obligation of Project funds or the use or disposition of Project Resources if he/she knows, or reasonably should know, that such participation involves an actual or potential Conflict or Interest, or the appearance of such a Conflict of Interest.
- “Conflict of Interest” means a family or other personal relationship, a business or financial interest, or any other relationship, interest or activity that;
- i. impairs (or might impair) his/her objectivity in performing his/her obligations under this Agreement;
- ii. makes him/her unable to render impartial assistance or advice under this Agreement; or
- iii. gives him/her an unfair competitive advantage.
- “Interest” means a relationship of any kind from which a person or organization derives (or might derive) pecuniary or in-kind benefits.
- “Conflict of Interest” means a family or other personal relationship, a business or financial interest, or any other relationship, interest or activity that;
To implement this requirement POs will:
- Disclose promptly to CRDF/GRDF any close family relationship or interest that may constitute or create a Conflict of Interest or the appearance of a Conflict of Interest;
- Refrain from participating in, and from using his/her personal influence in connection with, decisions where such participation may involve a Conflict of Interest or the appearance of a Conflict of Interest except:POs will monitor their relationships and interests, and those of the PI/PDs and other Project Participants, on an ongoing basis and will report any relationships or interests that might violate the provisions of this Article.
- i. To provide information when requested, or
- ii. To provide information known to him/her indicating that a proposed or existing transaction could be contrary to this policy.
- Refrain from dealing on behalf of CRDF/GRDF with organizations or persons on transactions involving the obligation of Project funds or the use or disposition of Project Resources except after full disclosure and with the express written authorization of CRDF/GRDF Grant Representative.
- Assure that PI/PDs and other Project Participants comply with the requirements of this Article.
- Examples of situations that violate the provisions of this Article include, but are not limited, to the following:Failure to strictly comply with this article may result in the immediate termination of this agreement and the repayment of all funds paid by CRDF/GRDF to or on behalf of the PO.
- A PI/PD participates in the selection of a vendor owned, in whole or in part, by a PI/PD family member or close relative.
- A PO selects a vendor in which the PO has a significant ownership or other interest or otherwise stands to benefit financially through the transaction.
- The inclusion of members of the immediate family of the Principal Investigator as recipients of financial support under the CRDF/GRDF award. “Members of the immediate family” shall mean persons related linearly to the Grantee, e.g. grandparents, parents, children, grandchildren, etc., or to the Grantee’s spouse as well as siblings of the Grantee, or the spouse of any of their lineal relatives.
- PI/PD provides financial support under this Agreement to an organization before which the PI/PD has a pending grant application.
126.0 Anti-Kickback Policy
- For the purposes of this Article, “kickback” means any money, fee, commission, credit, gift, gratuity, object of value, offer of employment, or compensation of any kind which is provided or offered, directly or indirectly, to any CRDF/GRDF employee, contractor or contractor employee, vendor or vendor employee, or consultant for the purpose of improperly obtaining or rewarding favorable treatment in connection with this Agreement.
- POs shall assure that no person or organization participating in the project–Any person — including but not limited to any applicant, grantee, recipient, contractor, consultant, or vendor — that violates the requirements of this Article, will be prohibited from participation in any CRDF/GRDF program, contract or activity and may be subject to additional penalties as provided under law.
- Provides or attempts to provide or offers to provide any kickback;
- Solicits, accepts or attempts to accept any kickback; or
- Includes, directly or indirectly, the amount of any kickback in any sub-grant or contract awarded or payment made, with funds obligated under this Agreement.
128.0 Taxes and Related Considerations
- Funds provided under this Agreement may be not be used to pay any customs, duties, taxes, fees or other such levies and costs incurred within the territory of the recipient country. The POs shall inform CRDF/GRDF immediately, in writing, of any tax or duty imposed on funds or materials provided by CRDF/GRDF under this Agreement.
- At CRDF/GRDF’s request, the PO (or Secondary Collaborator(s) as appropriate) shall submit documentation to obtain additional certification of the project’s tax-exempt status. Specific instructions on requirements will be provided by CRDF/GRDF. Failure to submit the required documentation in a timely manner as requested by CRDF/GRDF may result in delays or suspension of payments.
129.0 No Third Party Beneficiary
Except as specifically set forth in this Agreement, this Agreement is not intended to create and does not create any rights in or benefits to any third party.
130.0 No Agency
No Party to this Agreement shall be construed for any purpose as the agent, employee, servant, joint venturer or representative of any other Party to this Agreement. Accordingly, the employee(s) of one Party shall not be considered to be employee(s) of the other Party, and neither Party shall enter into any contract or Agreement with a third party that purports to obligate or bind the other Party.
132.0 Integration and Amendment
This Project Agreement constitutes the complete understanding between the parties and supplants all representations of the parties, whether oral or written, made prior to the execution of this Agreement. No modification, extension, or amendment to this Agreement will be valid unless in writing, specifically amending, modifying or extending this Agreement, and signed by all parties.
300.0 Fly America Act
The following provisions shall govern the air transportation of persons and property utilizing funds provided under this Agreement.
- Any air transportation to, from, between, or within a country other than the U.S. of persons or property, the expense of which will be assisted by CRDF/GRDF funding, must be performed by or under a code-sharing arrangement with a U.S.-flag carrier if service provided by such a carrier is available. Tickets (or documentation for electronic tickets) must identify the U.S. flag air carrier’s designator code and flight number.
- For the purposes of this requirement,U.S. flag air carrier service is considered available even though:
- Comparable or a different kind of service can be provided at less cost by a foreign air carrier;
- Foreign air carrier service is preferred by or is more convenient for the agency of traveler; or
- Service by a foreign air carrier can be paid for in excess foreign currency.
- The following rules apply unless their application would result in the first or last leg of travel from or to theU.S. being performed by a foreign-flag carrier.If a U.S.-flag carrier involuntarily reroutes the traveler via a foreign-flag air carrier, the foreign-flag air carrier may be used notwithstanding the availability of U.S.-flag air carrier service.
- A U.S.-flag air carrier shall be used to destination or, in the absence of direct or through service, to the farthest interchange point on a usually traveled route
- If a U.S.-flag air carrier does not serve an origin or interchange point, a foreign-flag air carrier shall be used only to the nearest interchange point on a usually traveled route to connect with a U.S. flag air carrier.
- Travel to and from theUnited States: Use of a Foreign-Flag Air Carrier is permissible if:
- The airport abroad is the traveler’s origin or destination airport, and use of U.S.-flag air carrier service would extend the time in a travel status by at least 24 hours more than travel by a foreign-flag air carrier; or
- The airport abroad is an interchange point, and use of U.S.-flag air carrier service would increase the number of aircraft changes the traveler must make outside of the U.S. by 2 or more, would require the traveler to wait four hours or more to make connections at that point, or would extend the time in a travel status by at least six hours more than travel by a foreign-flag air carrier.
- Travel Between Points Outside theUnited States: Use of a foreign-flag air carrier is permissible if:Short-Distance Travel: For all short-distance travel, regardless of origin and destination, use of a foreign- flag air carrier is permissible if the elapsed travel time on a scheduled flight from origin to destination airport by a foreign-flag air carrier is three hours or less and service by a U.S.-flag carrier would double the travel time.
- Travel by foreign air carrier would eliminate two or more aircraft changes en route;
- Travel by a U.S.-flag air carrier would require a connecting time of four hours or more at an overseas interchange point; or
- The travel is not part of a trip to or from the United States and the use of a U.S. flag carrier would extend the time in a travel status by at least six hours more than the travel by foreign air carrier.
- In the event that a Project Participant traveling under this Agreement invokes one of above-referenced exceptions to the Fly America regulations, he/she must provide a written “CERTIFICATION OF UNAVAILABILITY OF U.S.-FLAG CARRIERS stating: “I [the traveler] hereby certify that the transportation service for personnel (and their personal effects) or property by certified U.S. air carrier was unavailable for the following reason(s): [State appropriate reason(s) as set forth above].
301.0 Research Involving Recombinant DNA Molecules
- Applicability: This section applies to all research, for which CRDF grant funds are used, that falls within the scope of the Guidelines for Research Involving Recombinant DNA Molecules (NIH Guidelines) (Federal Register/Vol. 59, No. 127, July 5, 1994, 34495-34547), as amended, hereafter referred to as the “Guidelines”.
- Policy: CRDF grantees performing research within theU.S. that falls within the scope of the Guidelines shall comply with the Guidelines, including the procedural requirements and any subsequent revisions as they are published in the Federal Register. Grantee responsibilities include:Research Requiring Prior Approval of the Director, NIH:
- Each organization involved in the conduct of CRDF-supported recombinant DNA research subject to the Guidelines must have a standing Institutional Biosafety Committee (IBC) as specified in Section IV of the Guidelines.
- Recombinant DNA research subject to the Guidelines must be registered with the IBC indicating compliance with the containment requirements specified in Part III of the Guidelines. IBCs are required to keep records of recombinant DNA research conducted at their organization in a form that is available to CRDF upon request.
In certain instances research should not be initiated or registered with IBC’s prior to approval and determination of containment level by the Director, NIH. Normally such experiments are reviewed by the Recombinant DNA Advisory Committee before a decision is made by the Director, NIH. Such instances are:
- Research for which containment levels are not explicitly specified by the Guidelines;
- Research involving experiments prohibited by the Guidelines; i.e., requests for exceptions to the Guidelines; and
- Requests to perform experiments without regard to the containment specified in the Guidelines; i.e. exemptions from the Guidelines.
- Recombinant DNA Research Outside the U.S.
Recombinant DNA research within the scope of the Guidelines that is performed outside of the U.S. using funds provided by CRDF for transportation, salaries or direct research expenses must comply with the U.S. or host country standards. If the research is to be carried out in a country that has adopted guidelines comparable to those of the U.S., a document with information and endorsements assuring compliance to the host organization standards must be submitted to CRDF. CRDF funds may not be used to carry out research using recombinant DNA in a country that has not adopted national guidelines unless the research is in full compliance with the Guidelines and the procedures required for CRDF-supported research within the U.S.
Principal Investigators must report the following to CRDF and their IBCs:
- new technical information relating to risks and safety procedures;
- serious laboratory accidents involving recombinant DNA material;
- serious laboratory-related illness of a laboratory worker; and
- safety problems.
- Additional Information
Inquiries concerning NSF policy on recombinant DNA research and its implementation should be addressed to:
|Division of Molecular and Cellular Biosciences
National Science Foundation
4201 Wilson Boulevard