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Research Subcontract Attachment 2 General Terms and Conditions Subcontract No.UFDSP00010855 1. independent Contractor. The Subcontractor Is engaged as an Independent contractor. Nothing in the Subcontract is intended to,or shall be deemed to,constitute a partnership or joint venture between the parties.No party has the authority to bind any other party in contract or to Incur any debts or obligations on behalf of any other party,and no party(including any employee or other representative of a party with responsibility for program matters)shall take any action that attempts or purports to bind any other party In contract or to incur any debts or obligations on behalf of any other party,without the affected party's prior written approval. 2. Publicity/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,If an individual's name be concerned,of that individual. 3. Publication.Each party shall have the right to publish and disseminate information derived from the performance of work under this Subcontract. Qualification for authorship shall be in keeping with generally accepted criteria. Subcontractor shall provide Contractor with a copy of any proposed publication for review and comment at least thirty(30)days prior to submission. 4. Intellectual Property. The determination of rights In ownership and disposition of Inventions resulting from the performance of the Statement of Work('Subject Inventions'and the administration of patents will be in accordance with 37 CFR 401 and the terms of this Subcontract. Subcontractor agrees to comply with regulations regarding inventions pursuant to 37 CFR Part 401.Disposition of any copyrights or any copyrightable material created by Subcontractor in performance of the Statement of Work will be determined by the policy of the Subcontractor.Any copyrighted materials are subject to a royalty-free non-exclusive and Irrevocable license to the Contractor aril U.S.Government to reproduce,publish or otherwise use the copyrighted material for noncommercial purposes and to authorize others to do so for federal purposes. Subcontractor shall oven the data It generates under this Subcontract Subcontractor hereby grants to Contractor the right to receive copies of such data and to use data created as provided in the Statement of Work for the purpose of education and research or to the extent required to meet Contractor's obligations under its Prime Contrail. Subcontractor acknowledges the rights of the U.S.Government to use such data. Nothing in this dause shall supersede Article 7(Intellectual Property Rights)of the Master Agreement included in Attachment 06. 5. Confidentiality. 'Confidential Information'shall mean any business or proprietary Information provided by one party to the other and clearly identified as'Confidential'by the transmitting party at the time of disclosure. if such transmittal occurs orally,the transmitting party will within thirty(30)days reduce such transmittal to written form,mark and identify it as confidential,and provide such record to the other party. In the event that a party discloses Confidential Information to the other during the Project, the receiving Party agrees to disclose the Confidential Information only on a need-to-know basis to its employees,directors or other advisors or representatives who are subject to confidentiality obligations, to use the Confidential Information only for the purposes contemplated by this Agreement and to use reasonable efforts to prevent Its disclosure to third parties. However,the receiving party may disclose the Confidential Information if such information(f)was already in the public domain or becomes publicly available through no wrongful act of receiving party,Cf)was previously known or developed by the reeving party without any violation of existing confidentiality obligations,(iii)was known by receiving party prior to disclosure by disclosing party,as evidenced by tangible records;(iv)becomes known to receiving party atter disclosure from a third party having an apparent bona fide right to disclose if (v) is independently developed or discovered by receiving party without use of disclosing party's Confidential Information,as evidenced by tangible records;or(vi)was required to be disclosed by operation of law. The parties agree that each party retains ownership of the Confidential information It provides to the other.The reeving party shall promptly return the disGosing party's Confidential Information upon request.The obligations of this clause shall survive for a period of three(3)years following termination of this Agreement. Notwithstanding the forgoing,the parties agree that any personally Identifiable health information shall be considered confidential. 6. Export Controls. It is understood Subcontractor may be subject to United States laws and regulations controlling the export of technical data,computer software,laboratory prototypes and other commodities(collectively,`Technology'and'Items'),and that its obligations hereunder are contingent on compliance with applicable U.S. export laws and regulations (including the Arms Export Control Act,as amended, and the Export Administration Act of 1979). The transfer of any such Technology and Items and the entering Into and provision of such Transactions and Services,as defined by the regulations,that are subject to restrictions may require a license or authorization from the cognizant agency of the United States Govemment, and/or may require written assurances by the receiving party that it shall not nHLVort such Technology and Items to certain foreign destinations and/or to certain recipients wtthout prior approval of the cognizant government agency,and/or may require that the involved individuals and entities will comply with conditions on Transactions and Services. While Suboontractor agrees to cooperate in securing any license which the cogntrant agency deems necessary in connection with this Subcontract Subcontractor cannot guarantee that such licenses will be granted. 7. Clasaffied Research.The parties agree there will be no classified research performed under this Subcontract B. Limttatlon of IJabllitvllndemnRy. Each party shall be responsible for its negligent ads or omissions and the negligent acts or omissions of Its employees,officers,or director's,to the extent allowed by law. 9. insurence. Subcontractor represents that It carries suffident insurance coverage to comply with the requirements of federal, state and local laws as well as its obligations under this Subcontract v.8 5ep2013 Pegs 3 of 25 UFDSPM10855 24/07/2015 37