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ATTACHMENT 6• Prime Award STATE OF ROMA OWARDAM OF T%gMPORMTgM 87bo" OW-17112 Pip t pr s of Transportation projects only,ac cordbmg to law,of arty article or material,and in the use of any method that maybe developed as part of the work under this Agreement for government purposes. included in such right shall be the right of any contractor to the Department on any Department project to make full use of,and to practice any intellectual property,and such royalty-free right shall extend to any such contractors,subcontractors,matedalmen,manufacturers,and suppliers on any Department projects Orly. The University shall Include this provision In-all subcontracts,regardless of tier,for all experimental, developmental,or research work undertaken in furtherance of this Agreement The University shall fully and promptly disclose to the Department afi intellectual property conceived, created,or furnished under this Agreement The Untverstty shag be responsible for obtaining wrftien Intellectual property agreenments with all persons working on the research described herein.Further,such agreements shall kmorporate the license to the Department and U.S.Deptarfinent of Transportation specified In this Agreement. The University agrees 10 Indemnify the Department to the extent permitted by and within the limits of Section 768.28,F.S. C. In construing[hese provisions,the'UniveW Includes any affilleted entity which the Unhre Wty may use to promote the development of the Intellectual property. a. CHANGES IN STUDY A. Any alteration to any TWO or any amendment to the terms of this Agreement must be in writing,signed by the Departments appropriate contracts officer,or designee,and an authorized representative of the University. 8. INSPECTION OF WORK A. The Department shall,at ail reasonable times,which shall be agreed to by the Department and the University,be afforded properfacilitles for review and tnspeckA of the work under each TWO and shall at all reasonable times have access to:the premises where the work Is performed;and all books,records, correspondence,Instructions,receipt vouchers,and memoranda of every descripbon pertaining to the work to be performed under each'TWO.All reviews and Inspections by the U.S.Department of Transportation will be arranged through the Department 10. PERFORMANCE A. An wn*under each TWO shop be performed by the Urfverstly to the satisfaction of the Departments Chief Engineer,or designee. If there Is 8 dispute concerning satisfactory performance,the Department will obtain input or pertinent information from the University before making a final decision. 11. TERMINATION OF CONTRACT A. Either party may terminate this Agreement or any TWO executed under this Agreement by giving the other party thirty(30)days prior written notice. If the Agreement or TWO Is terminated under this provision,the Department shall reimburse the Untvemft)r 1. For work satisfactorily performed and any none anoelable obligation entered Into by the University as approved within the IWO Scope of Service,prior to nofficatlon to termUhate the contract,for which costs can be substantiated 2. For arty minimal overhead costs required to close the TWO B. A copy of all work in progress shag become property of the Department and promptly shall be turned over to the Department by the University. The Department shall have no liability for any obligations of the University's subcontracts or other agreements entered Into In connection with the work under any TWO. Pepe 21 of 25 UFDSP00010855 2,W72015 55