The file "nsf9530.txt" has been added to the STIS system. This file is a NEW file. Reference material is located at the end of this message. ----------------------------------------------------------------------- Title : NSF 95-30 - SMALL BUSINESS TECHNOLOGY TRANSFER (STTR) Type : Program Guideline NSF Org: ENG Date : February 23, 1995 File : nsf9530 SMALL BUSINESS TECHNOLOGY TRANSFER (STTR) PROGRAM SOLICITATION Closing Date: April 3, 1995 NATIONAL SCIENCE FOUNDATION NSF 95-30 (Replaces NSF 93-162) NATIONAL SCIENCE FOUNDATION SMALL BUSINESS TECHNOLOGY TRANSFER PROGRAM PROPOSAL CHECKLIST Do not submit this checklist with your proposal. DOES THE PROPOSAL MEET THE FOLLOWING REQUIREMENTS? o Proposal is 25 pages or less and conforms to page size and type requirements--excluding NSF Form 1225 (Appendix A) and the Written Cooperative Agreement. o COVER PAGE is complete--Appendix B. o CERTIFICATION PAGE is signed--Appendix B.(side 2) o Project duration does not exceed 12 months. o PROJECT SUMMARY is complete--Appendix C. o Principal Investigator is primarily employed by this firm. o Not less than 40 percent of the work will be performed by the small business concern, and not less than 30 percent of the work will be performed by the research institution. o Written Cooperative Agreement is included. o Statement of current and pending support is included. If funding for the same or equivalent work has been requested or received, the box on the cover sheet is checked off and the proposal includes a statement discussing the status of the funding request. o Proposal describes commercial potential. o PROPOSAL BUDGET is on NSF 1030 (Appendix D) and is for $100,000 or less. o Proposal budget excludes foreign travel and equipment purchase. o Ten (10) copies (an original and 9 copies) of the proposal are submitted. o Will meet deadline for receipt at the National Science Foundation: 5:00 p.m. EST, April 3, 1995. o Proposer has read all instructions in this Solicitation. TABLE OF CONTENTS 1. PROGRAM DESCRIPTION 1.1 The Federal STTR Program 1.2 The NSF STTR Program 1.3 Program Emphasis for 1995 1.4 Phase I--Feasibility Research 1.5 Phase II--Principal Research Project 1.6 Phase III--Commercial Applications 2. ELIGIBILITY 2.1 Eligibility of Proposer: The Small Business Concern 2.2 Eligibility of Research Institution 2.3 Eligibility of Principal Investigator and Research Institution Investigator 2.4 Management of the STTR Program 3. SCHEDULE 3.1 Phase I 3.2 Phase II 4. DEFINITIONS 4.01 Principal Investigator 4.02 Research 4.03 Development 4.04 Subcontract 4.05 Small Business 4.06 Socially and Economically Disadvantaged Small Business 4.07 Women-Owned Small Business 4.08 Cooperative Research and Development 4.09 Research Institution 4.1 Technical Data 4.2 Proprietary Information 5. PROPOSAL PREPARATION INSTRUCTIONS AND REQUIREMENTS 5.1 Contact with NSF 5.2 Proposal Preparation 5.3 Phase I Proposal Format A. NSF Form 1225 (Appendix A) B. Cover Page (Appendix B) C. Project Summary (Appendix C) D. Identification and Significance of the Problem or Opportunity E. Background, Technical Approach, and Anticipated Benefits F. Phase I Research Objectives G. Phase I Research Plan H. Commercial Potential I. Related Research J. Principal Investigator, Research Institution Investigator, and Senior Personnel K. Consultants and Subcontracts L. Equipment, Instrumentation, Computers, and Facilities M. Current and Pending Support of Principal Investigator and Senior Personnel N. Equivalent Proposals to Other Federal Agencies O. Written Cooperative Agreement P. Budget (Appendix D) 5.4 Checklist 6. METHOD OF SELECTION AND EVALUATION CRITERIA 6.1 Administrative Screening 6.2 Merit Review 6.3 Selection for Award 6.4 Debriefing 7. OTHER CONSIDERATIONS 7.1 Awards 7.2 Reports A. Phase I Final Report B. NSF Form 98A 7.3 Payment Schedule 7.4 Proprietary Information, Inventions, Technical Data and Patents A. Proprietary Information in Proposals B. Rights in Data Developed Under STTR 7.5 Copyrights 7.6 Patents 7.7 Grantee Commitments 7.8 Critical Additional Information 8. SUBMISSION OF PROPOSALS 8.1 Deadline for Proposals 8.2 Proposal Submission A. Packaging B. Bindings 9. PHASE II 9.1 Eligibility 9.2 Phase II Criteria 9.3 Annual Commercialization Report 10. SCIENTIFIC AND TECHNICAL INFORMATION SOURCES 11. RESEARCH TOPIC DESCRIPTION 12. MODEL AGREEMENT 13. APPENDICES: SUBMISSION FORMS AND CERTIFICATIONS Appendix A--NSF Form 1225, Information About Principal Investigators/Project Directors Appendix B--Proposal Cover Sheet Appendix C--Project Summary Form Appendix D--Proposal Budget NATIONAL SCIENCE FOUNDATION PROGRAM SOLICITATION FOR SMALL BUSINESS TECHNOLOGY TRANSFER (STTR) The National Science Foundation (NSF), an independent agency of the Federal Government, invites small business concerns to submit proposals for cooperative research with a nonprofit research institution under this Program Solicitation for Small Business Technology Transfer (STTR). The objective of this program is to stimulate the transfer of technology from research institutions to the marketplace via cooperative research. STTR will involve small companies in exploiting a new reservoir of commercially promising ideas which originate in universities and other nonprofit research institutions. STTR not only allows but requires researchers at universities and other research institutions to play a significant role in each STTR project. These researchers, by joining forces with a small company, can thus spin off their commercially promising ideas while they remain primarily employed at the research institution. STTR complements the existing Small Business Innovation Research (SBIR) Program. The SBIR Program exploits commercially promising ideas which originate in the small business community. University involvement in SBIR projects, while common, tends to be in a minor consulting or subcontracting role. Under the STTR Program, however, researchers at universities or other research institutions are encouraged to play a significant intellectual role in the conduct of the cooperative research. In addition, the STTR Program differs from the SBIR Program in a number of other significant aspects which reflect the nature of the cooperative context of the research, such as the longer duration of an award and the greater flexibility in the proportion of the research and analytical effort that must be performed by the small business. Greater flexibility in access to equipment and facilities also follows from the cooperative relationship between the small business and the research institution. 1. PROGRAM DESCRIPTION 1.1 The Federal STTR Program The STTR Program is a pilot program, currently in five Federal agencies, established by the Small Business Technology Transfer Act of 1992 (Public Law 102-564, Title II). The program is designed to stimulate and foster scientific and technological innovation, including increasing the commercialization of Federally supported research and research and development (R/R&D) efforts. Under this program a portion of a Federal Agency's extramural R/R&D effort is reserved for awards to small business concerns for cooperative research and development efforts with nonprofit research institutions. The STTR is a three-phase process. Phase I is a 12- month feasibility research project that establishes eligibility for Phase II. Phase II is a continuation of Phase I and represents the principal research project. Phase III involves the commercial application of the research funded in Phases I and II. STTR funds may not be used for Phase III. 1.2 The NSF STTR Program The objective of the NSF STTR Program is to encourage technology transfer through cooperative research between small business concerns and research institutions. The proposed research must be responsive to the NSF program focus shown below (See Section 11, Research Topic Description). In the STTR Program, research is to be conducted jointly by a small business concern and a nonprofit research institution. Not less than 40 percent of the work conducted under an STTR award must be performed by the small business concern, and not less than 30 percent of the work must be performed by the nonprofit research institution. That is, a minimum of 40 percent of the total budget must be allocated to the small business concern, and a minimum of 30 percent of the total budget must be allocated to the cooperating research institution. NSF expects synergism in the proposed research. Thus, a team approach is required in which at least one investigator is employed by the small business concern and at least one investigator is employed by the research institution. For administrative purposes, an investigator from the small business concern must be designated as the Principal Investigator. This solicitation is for Phase I proposals only. It does, however, provide the basis for any Phase II proposals resulting from Phase I awards. The STTR Program is not a substitute for existing unsolicited proposal mechanisms used in other NSF programs. Unsolicited proposals will not be accepted under the STTR Program in either Phase I or II. 1.3 Program Emphasis for 1995 Because of the small number of awards anticipated under this solicitation, proposals will be accepted in the area of Analytical Chemical Instrumentation only. Chemical instrumentation has a broad impact across a number of areas, and the time to market for analytical chemical instrumentation is relatively short. In addition, the market for these instruments is relatively large. (See Section 11, Research Topic Description). 1.4 Phase I--Feasibility Research The objective of Phase I is to determine the scientific, technical, and commercial merit and feasibility of the cooperative research effort. The work proposed for Phase I should be suitable for subsequent progression to Phases II and III. The ultimate objective of the research should be to develop commercializable products, processes, or techniques. Under this solicitation NSF anticipates that it will make about 10 Phase I awards of up to $100,000 each. Work under Phase I should be completed within 12 months. 1.5 Phase II--Principal Research Project The objective of Phase II is to continue the research effort from Phase I. Only Phase I awardees are eligible to participate in Phase II. Phase II proposals may only be submitted to the Federal agency that awarded Phase I of the effort. Phase II awards have an expected period of performance of 24 months and the level of support may not exceed $350,000 for the 24-month period. Resubmission of a declined Phase II proposal is not permitted. 1.6 Phase III--Commercial Applications The objective of the third phase is to pursue commercial applications from the government-funded research in order to stimulate technological innovation and improve the return on investment from Federally-funded research for its economic and social benefits to the nation. Phase III is to be conducted with non-STTR funds (either Federal or non-Federal). NSF normally will not fund Phase III efforts. 2. ELIGIBILITY 2.1. Eligibility of Proposer: The Small Business Concern Only a small business concern is eligible to submit a proposal for cooperative research with a research institution. A proposing concern must qualify under the definition of small business given in Section 4.05 of this solicitation. Joint ventures and limited partnerships are eligible provided the entity qualifies as a small business as defined in this program solicitation. To be eligible for consideration, not less than 40 percent of the cooperative work must be performed by the small business concern, and not less than 30 percent of the work must be performed by the research institution. 2.2 Eligibility of Research Institution The cooperating research institution must qualify as a research institution under the definition given in Section 4.09 of this solicitation. However, NSF does not normally support activities of those scientists and engineers employed by Federally Funded Research and Development Centers. For both Phases I and II, the research conducted by the proposing concern and the research institution must be performed in the United States. "United States" means the 50 States, the territories and possessions of the United States, the Commonwealth of Puerto Rico, the Commonwealth of the Northern Mariana Islands, the Trust Territory of the Pacific Islands, and the District of Columbia. 2.3 Eligibility of the Principal Investigator and the Research Institution Investigator The Principal Investigator (PI) must be primarily employed by the small business concern. Primary employment means that more than one-half of the Principal Investigator's time is spent in the employ of the small business concern. The individual who is proposed as the PI at the time of the submission of the Phase I proposal is expected to be the PI at the time of the inception of the Phase I award. A change in PI prior to an award could affect whether an award will be made. Any changes of the PI must be requested in writing at least 30 days prior to the change (except in extraordinary circumstances, such as the death of the PI) and must be approved by the Grants Officer. Address all requests to STTR Program, Room 590, National Science Foundation, 4201 Wilson Boulevard, Arlington, VA 22230. The Research Institution Investigator must have a primary employment affiliation with the research institution. 2.4 Management of the STTR Program The small business concern must provide satisfactory evidence that it will exercise management direction and control of the performance of the STTR funding agreement. Regardless of the proportion of the work or funding of each of the performers under an award, the small business concern is to be the grantee with overall responsibility for performance. 3. SCHEDULE 3.1. Phase I Proposal Due at NSF by April 3, 1995 Notification by NSF of Receipt of Proposal by May 15, 1995 Mail Notification of Awards and Declinations approximately July 31, 1995 Phase I Final Report Due at NSF within 30 days after the end of the 12-month grant support/performance period 3.2. Phase II Instructions from NSF for Preparing Phase II Proposals by April 1, 1996 Phase II Proposal Due at NSF by October 1, 1996 4. DEFINITIONS The following definitions apply for the purposes of this solicitation: 4.01. Principal Investigator--The Code of Federal Regulations, Title 42, Part 52 defines a Principal Investigator as "the single individual designated by the grantee in a grant application...who is responsible for the scientific and technical direction of the project." 4.02. Research--Any activity which is a systematic, intensive study directed toward greater knowledge or understanding of the subject studied or a systematic study directed specifically toward applying new knowledge to meet a recognized need. 4.03. Development--A systematic application of knowledge toward the production of useful materials, devices, and systems or methods, including design, development, and improvement of prototypes and new processes to meet specific requirements. 4.04. Subcontract--Any agreement, other than one involving an employer-employee relationship, entered into by a Federal Government funding agreement awardee calling for supplies or services required solely for the performance of the original funding agreement. 4.05. Small Business--A business concern that at the time of award of Phase I and Phase II funding agreements meets the following criteria: (1) Is independently owned and operated, is not dominant in the field of operation in which it is proposing, has its principal place of business located in the United States, and is organized for profit; (2) Is at least 51 percent owned, or in the case of a publicly owned business, at least 51 percent of its voting stock is owned by United States citizens, or lawfully admitted permanent resident aliens; (3) Has, including its affiliates, a number of employees not exceeding 500, and meets the other regulatory requirements found in 13 CFR Part 121. Business concerns, other than investment companies licensed, or state development companies qualifying under the Small Business Investment Act of 1938, 15 U.S.C. 661, et seq., are affiliates of one another when either directly or indirectly, (a) one concern controls or has the power to control the other; or (b) third parties (or party) control(s) or has the power to control both. Control can be exercised through common ownership, common management, and contractual relationships. The term "affiliates" is defined in great detail in 13 CFR 121.3-2(a). The term "number of employees" is defined in 13 CFR 121.3-2(t). Business concerns include, but are not limited to, any individual, partnership, corporation, joint venture, association or cooperative. 4.06. Socially and Economically Disadvantaged Small Business--A socially and economically disadvantaged small business concern is one that is (1) At least 51 percent owned by (i) an Indian tribe or a native Hawaiian organization, or (ii) one or more socially and economically disadvantaged individuals, and (2) Whose management and daily business operations are controlled by one or more of such individuals. A socially and economically disadvantaged individual is defined as a member of any of the following groups: (1) Black Americans (2) Hispanic Americans (3) Native Americans (4) Asian-Pacific Americans (5) Subcontinent Asian Americans (6) Other groups designated from time to time by SBA to be socially disadvantaged; or (7) Any other individual found to be socially and economically disadvantaged by SBA pursuant to Section 8(a) of the Small Business Act, 15 U.S.C. 637(a). 4.07. Women-Owned Small Business--A small business that is at least 51 percent owned by a woman or women who also control and operate it. "Control" in this context means exercising the power to make policy decisions. "Operate" in this context means being actively involved in the day-to-day management. 4.08 Cooperative Research and Development--Research and development conducted jointly by a small business concern and a research institution in which not less than 40 percent of the work is performed by the small business concern, and not less than 30 percent of the work is performed by the research institution. 4.09 Research Institution--A research organization that is (1) A nonprofit university, or (2) A nonprofit research institution as defined in section 4(5)of the Stevenson-Wydler Technology Innovation Act of 1980, or (3) A contractor-operated federally-funded research and development center, as identified by the National Science Foundation in accordance with the government-wide Federal Acquisition Regulation issued in accordance with section 35(c) (1) of the Office of Federal Procurement Policy Act (or any successor legislation thereto). 4.1 Technical Data--Data developed by the grantee during the performance of a Small Business Technology Transfer (STTR) grant, such as data relating to an invention or a manufacturing process or software developed under the grant. 4.2 Proprietary Information--Trade secrets or commercial or financial information submitted by a proposer or grantee that is privileged or confidential. Information is confidential if disclosure of the information is likely to cause substantial harm to the competitive position of the proposer or grantee. 5. PROPOSAL PREPARATION INSTRUCTIONS AND REQUIREMENTS 5.1. Contact with NSF Questions about the NSF STTR Program may be addressed to: STTR Program Manager, National Science Foundation, Room 590, 4201 Wilson Blvd., Arlington, VA 22230, telephone (703) 306-1390. Questions concerning the scientific and engineering aspects of the research topic should be addressed to the cognizant Program Director listed under the topic description (See Section 11). Requests for copies of the solicitation may be addressed to the STTR Program Office at the above address. The solicitation may also be downloaded onto a PC via STIS (The Science and Technology Information System at the National Science Foundation, see page following the title page of this solicitation for information on how to use STIS). 5.2. Proposal Preparation The Phase I proposal is limited to a total of 25 consecutively numbered pages (single- or double-spaced) including Cover Page, Project Summary, main text, references, other enclosures or attachments (except those specifically excluded from the page count) and the Proposal Budgets. Pages must be of standard size. Metric size A4 (210 mm X 297 mm) is preferred. 8 1/2" x 11" (216 mm X 279 mm) may be used. In either case, margins not less than 25 mm and type no smaller than 12-point font size must be used, except as legends on reduced drawings, but not tables).Supplementary materials, revisions, and substitutions will not be accepted for administrative reasons and in the interest of equitable treatment for all. Proposals not meeting these requirements will be returned without further consideration. When responding to this solicitation, use the metric system of weights and measures, unless impractical or inefficient. A proposal must contain adequate information to be reviewed as research. NSF reserves the right not to submit to technical review any proposal which it finds to have insufficient scientific or technical information. 5.3. Phase I Proposal Format The proposal should include all of the following items in the order shown. NSF forms may be photocopied as required; however, one proposal should contain original signatures and should be clearly marked as the original. A. NSF Form 1225 (Appendix A)--Attach this form to the cover page of the copy of the original proposal only. Provide information for both the Principal Investigator and the Research institution Investigator. This form is not included in the page count for the proposal nor does it go to reviewers. B. Cover Sheet (Appendix B)--Complete page 1 of this form and use as page 1 of each proposal. Page 2 of this form--Certification Page--must be completed and fully signed. Attach page 2 to the original proposal only. The Certification Page is not included in the proposal page count. 1. The period of performance of Phase I normally will not exceed 12 months. 2. The title of the proposal should be brief, technically valid, intelligible to the non-scientist or engineer, and suitable for use in the public press. NSF may edit the title of the project before making an award. C. Project Summary (Appendix C)--Complete this Form and use as page 2 for all copies of each proposal. Include under "Technical Abstract" a brief identification of the problem or opportunity, research objectives, description of the research, anticipated results, and potential applications of the research. Also, complete the sections entitled Key Words and Potential Commercial Applications of the Research. The information on this Form should be brief, technically valid, and intelligible to the non-scientist or engineer. In the event of an award, this information will be made public. D. Identification and Significance of the Problem or Opportunity--Make a clear statement of the specific research problem or opportunity addressed and its importance. This section will begin page 3 of your proposal. E. Background, Technical Approach, and Anticipated Benefits 1. Describe the overall background and technical approach to the problem or opportunity and the part that the proposed research plays in providing needed results. 2. Highlight the innovativeness and originality of the proposed research. 3. State the anticipated results and potential commercial applications if the research is successful, including the significance of the research and its potential to: (1) provide the research base to attract follow-on investment for product or process development in Phase III; and (2) stimulate or achieve technological innovation. F. Phase I Research Objectives--List and explain the specific objectives to be accomplished in the course of the Phase I research, including the questions it will try to answer to determine the technical feasibility of the proposed approach. Establish the connections with the Phase II research and Phase III efforts. G. Phase I Research Plan--This section must provide a detailed description of the Phase I research approach. The plan should indicate not only what is planned but how the research will be carried out. The description should include a technical discussion of the proposed concept, the methods planned to achieve each objective or task, and the sequence of experiments, tests and computations. The research plan should be linked to the objectives and the questions which the Phase I research effort is designed to answer. The research plan must specifically address the amount and type of work to be performed both by the small business concern and by the research institution and describe the necessary cooperation, coordination, and complementarity. The plan should list key personnel involved in the project and describe the programmatic and fiscal arrangements for the cooperative research. Scheduling and project staff activities charts may be useful. Such charts might include each task, scheduled completion dates, and decision points. Also, indicate which tasks are key starting points for Phase II work. This is a key section and should be about one-third of the total proposal--8 or more pages. H. Commercial Potential--NSF will assess the description of the potential applications of the research results in the marketplace and the proposer's plans to market and commercialize them. Describe the current plan for commercializing the results of the research. This plan should include a brief description of the proposing company, its field of interest, and the commercial applications or market niche the STTR research is addressing. It should also briefly describe the major competitive products in those fields; any significant advantages the approach has over existing technology in application, performance, technique, efficiency or cost; and how the small business concern plans to move from research to market, as anticipated at this time. Proposing firms with prior NSF or other SBIR support should indicate the number of SBIR Phase I and Phase II awards that they have received and summarize their progress in commercializing that support. Past performance in the commercialization of results is a consideration in award decisions. I. Related Research--In this section the proposer must persuade reviewers of his/her awareness of pertinent recent research by others in the specific area of the proposal. Describe significant and recent research directly related to the proposed effort, how it relates to the proposed research, and any planned coordination with outside sources. Include a concise bibliography. J. Principal Investigator, Research Institution Investigator, and Senior Personnel--This section should be designed to persuade the reviewers that the Principal Investigator, the Research Institution Investigator, and other senior personnel from either the small business concern or the research institution have the qualifications to undertake the cooperative research effort. The appropriateness and strength of the complementarity of the research team should be described. The Principal Investigator and Senior Personnel must be employees of the small business. Pages devoted to vitae are included within the 25-page limit on the proposal. K. Consultants and Subcontracts NOTE: Expenditures for consultants and subcontractors do not count towards the requirement that not less than 40 percent of the work must be performed by the small business concern, and that not less than 30 percent of the work must be performed by the research institution. 1. Consultants--Consultants are defined as persons who are not employees of the small business concern or research institution named anywhere in the proposal as contributing to the research. Information on qualifications of the consultants, their education, experience, any directly relevant publications, and how their efforts will contribute to the proposal should be presented. Proposers should have in their own files evidence of the commitment of consultants to participate in the project. In addition, proposers should provide a signed statement from each consultant, whether paid or unpaid, confirming his/her availability and commitment, role in the project, and agreed consulting rate--not to exceed the daily rate paid to a GS-18 or equivalent, currently $443/day--for participation in this project. Such information constitutes supporting evidence that the full complement of essential expertise is in place to carry out the project. 2. Subcontracts--Where a subcontract involves research other than at the cooperating research institution, the subcontractor should furnish a letter signed by an appropriate official describing the programmatic arrangements and confirming its agreed participation in the research with its proposed budget for this participation. Purchases of routine analytical or other routine services from commercial sources are not regarded as reportable subcontract activity. For such activity no letter is required. The item-- routine analytical or other routine services--should be reported in the Budget (Appendix D) under Other Direct Costs/Other. L. Equipment, Instrumentation, Computers, and Facilities--A description of necessary equipment, instrumentation, computers, and physical facilities to carry out the research and/or analytical efforts including its availability and location--at the small business concern, at the cooperating research institution, or elsewhere--should be provided. Do not list equipment, instrumentation, computers, and facilities that are not necessary to the proposed project. M. Current and Pending Support of Principal Investigator, Research Institution Investigator, and Senior Personnel--In this section, the Principal Investigator, the Research Institution Investigator, and senior personnel should show that they have the time available to perform the proposed research during the grant period. Each proposal should provide information about all research to which the Principal Investigator, the Research Institution Investigator, and other senior personnel have committed time for the period of performance under an STTR grant, whether or not salary for the person involved is included in the budgets of the various projects. If none, report none. This information should include the following - titles and dates of each current grant or contract and each pending grant or contract where, respectively time has been or will be committed; - name of each granting or contracting organization; - person-months devoted to each project by the Principal Investigator, the Research Institution Investigator, and each of the senior personnel during the proposed grant period; - identical information for all proposed STTR research that is being considered by or that will be submitted in the near future to other possible sponsors; and - identical information for all proposed research that is being considered by, or that will be submitted in the near future to, other NSF programs. The current and pending support statement should be included in the proposal at the time of submission. N. Equivalent Proposals to Other Federal Agencies or Awards--A small business concern may elect to submit proposals that contain work that is equivalent in technical content to proposals submitted to any other Federal agency. Generally, equivalent work involves steps in the performance of work in one proposal that would not need to be repeated to perform the work on the second proposal. Where an equivalent proposal has been submitted, or where one will be submitted in the near future to another Federal agency, a statement must be included which provides the following information: 1. The name and address of the agencies to which proposals were submitted. 2. Date of proposal submission. 3. Title, number, and date of solicitations under which proposals were submitted or awards received. 4. The specific applicable research topics for each STTR proposal submitted. 5. Titles of the research projects. 6. Name and title of Principal Investigator (Project Manager) for each essentially equivalent proposal submitted. NSF will not make awards that essentially duplicate research funded (or expected to be funded) by other agencies. If no equivalent proposals are under consideration, state none. O. Written Cooperative Agreement--The proposing small business concern must provide a Written Cooperative Agreement between the small business concern and the research institution. The Agreement must cover the allocation of intellectual property rights and rights, if any, to carry out follow-on research, development, or commercialization. A model agreement relating to these issues is provided in Section 12 of this solicitation. This model is for guidance only and may be modified by the parties. The Agreement must contain the signatures of an official of the small business concern and an official of the research institution. By signing the proposal, the official of the small business concern certifies that the agreement negotiated with the research institution is satisfactory to the small business concern. Note: The Written Cooperative Agreement will not be counted towards the proposal page count limitation. Provide a copy of this agreement as an attachment to all copies of the proposal. P. Budget--The NSF Summary Proposal Budget (Appendix D) Must Be Used. Complete this form for the Phase I effort only. Phase I estimates must be shown in detail on this form. The total budget must not exceed $100,000 for the Phase I proposal. Funds for the research institution should be shown on G.5. --Subcontracts--of the NSF Summary Proposal Budget. The budget should reflect cost for work to be done only after the effective date of the award. Any costs incurred prior to the issuance of an award document are at the grantee's own risk. Breakouts of the budgets for the small business concern and for the subcontract to the research institution also must be provided. Proposers are encouraged to use photocopies of Appendix D for these breakouts. In the Summary Proposal Budget and in the breakout budget for the small business concern, the Principal Investigator and senior personnel employed by the small business concern should be listed by name with their time commitments budgeted in person-months and in dollar amount for the period of performance. In the breakout budget for the subcontracting research institution, the Research Institution Investigator and senior personnel employed by the research institution should be listed by name with their time commitments budgeted in person-months and in dollar amount for the period of performance. The reimbursement rates for consultants are a direct cost which cannot exceed the daily rate paid to a GS-18 or equivalent-- currently $443 per day. Consultant travel should be shown under the travel category. Equipment and foreign travel cannot be included in the Phase I budget.Equipment is defined as an article of non-expendable, tangible property, having a useful life of more than two years and an acquisition cost of $5,000 or more per unit. If the item, Materials and Supplies, on the Budget Form exceeds $6,000, it should be broken out on a budget explanation page. Total NSF funding may exceed $100,000 only under the conditions described under Facilitation Awards for Handicapped Scientists and Engineers inside this solicitation cover. 5.4. Checklist--The Checklist, which appears as page iii, has been included for your convenience; it should not be submitted as part of your proposal. 6. Method of Selection and Evaluation Criteria Proposals will be screened to determine responsiveness to the specific requirements of the solicitation. Proposals passing this screening will then be evaluated technically by scientists and engineers in the field to determine the most promising approaches. Each proposal will be evaluated on its merits and judged on a competitive basis. NSF is under no obligation to fund any proposal or any specific number of proposals on a given topic. 6.1. Administrative Screening Before a proposal can be submitted to merit review, it must meet the requirements described in Section 5, Proposal Preparation Instructions and Requirements. NSF will review each proposal to determine if it satisfies all of these requirements. Proposers are advised that failure to satisfy any one of these requirements will render a proposal nonresponsive to this solicitation. Nonresponsive proposals will be returned to the proposer without further consideration. 6.2. Merit Review Proposals that are found to be responsive will be competitively evaluated in a process of external merit review by scientists and engineers in the appropriate field. Most reviewers are located in universities and Government. Others may be employees of nonprofit research laboratories, recent retirees from industrial firms, and employees of industrial organizations. In all instances, proposals will be handled on a confidential basis and care taken to avoid conflicts of interest. Evaluations will be confidential to NSF and to the proposed Principal Investigator, to the extent permitted by law. In the Phase I merit review process, approximately equal consideration will be given to each of the following five criteria: (1) The scientific/engineering quality of the proposed cooperative research. (2) The soundness of the cooperative research plan to establish the probable technical feasibility of the concept. The plan must specifically address the amount and type of work to be performed both by the small business concern and by the research institution and describe the necessary cooperation and coordination. (3) The uniqueness/ingenuity of the proposed concept or application as technological innovation. (4) The potential of the proposed concept for commercial applications and the success of past commercialization efforts. (5) Qualifications of the Principal Investigator, the Research Institution Investigator, other key staff, and consultants in relation to the proposed research, including the strength of their complementarity as a research team; the time commitments of senior personnel; and the availability of instrumentation and facilities. 6.3. Selection for Award Normally, more meritorious Phase I proposals are submitted than can be supported. Evaluation scores, rankings, and comments from review panels and/or external reviewers are advisory to the National Science Foundation. In addition to evaluations and comments from external reviewers, NSF program officers will consider past performance, commercial potential, program balance, and other factors in making award decisions. 6.4. Debriefing When an award or declination is made, verbatim copies of reviews, excluding the names of the reviewers; summaries of review panel deliberations, if any; a description of the process by which the proposal was reviewed; and the context of the decision (such as the number of proposals and awards, and information about budget availability) are mailed to the Principal Investigator. 7. OTHER CONSIDERATIONS 7.1. Awards NSF anticipates making about 10 Phase I fixed-price grants of up to $100,000 each. Awards will be made normally for a twelve (12)-month period of performance. Reasonable fees (estimated profit) will be considered under both phases of the solicitation. The amount of the fee included in the proposed budget normally will not exceed 7 percent of total project costs. Cost-sharing is permitted; however, it is not required nor will it be a factor in the evaluation of a proposal. Prior to any award, the Foundation may require certain organizational, management, and financial information for administrative purposes to assure that the applicant adheres to certain business and financial standards. When requested by NSF, this information should be returned to the requesting office as expeditiously as possible. 7.2. Reports A. Phase I Final Report--Twelve (12) copies of a comprehensive Phase I Final Report not to exceed 30 pages in length, must be submitted to STTR, National Science Foundation, 4201 Wilson Blvd., Room 590, Arlington VA 22230. The Phase I Final Report is due within 30 days after the end of the Phase I 12-month grant support/performance period (unless otherwise stated in the grant letter). The final report shall include a verbatim statement of Phase I objectives from the Phase I proposal and should describe problems addressed, research carried out, results obtained, estimates of technical feasibility, and potential commercial applications. Additional instructions will be sent to Phase I awardees before the scheduled completion of Phase I. The Phase I Final Report delivered under the grant, including technical data, may be made available to the public by the Government, except for that portion of the report containing technical data properly identified and marked as set forth in 7.4.B below. To the extent permitted by law, the Government will not release properly identified and marked technical data outside the Government without the approval of the grantee for a period of four years from the expiration of the Phase II grant or of the Phase I grant, when no Phase II award is made, except for evaluation purposes. All final reports must carry the following acknowledgment on the cover page: "This material is based upon work supported by the National Science Foundation under award number _________________. Any opinions, findings, and conclusions or recommendations expressed in this publication are those of the author(s) and do not necessarily reflect the views of the National Science Foundation." An acknowledgment of NSF support and disclaimer also must appear in publications of any materials, whether copyrighted or not, based on or developed under NSF-supported projects. The disclaimer may be deleted from any articles or papers published in scientific, technical or professional journals. The Phase I Final Report will be sent by NSF to the National Technical Information Service (NTIS) four years following expiration of the Phase II grant or of the Phase I grant when no Phase II award is made. B. NSF Form 98A--Within 90 days after the expiration of a grant, the investigator is required to submit a Form 98A: National Science Foundation Final Project Report to the NSF STTR Program Officer. Form 98A is distinct from, and not to be confused with, the Phase I Final Report. NSF will send Form 98A along with a postage-paid self-addressed envelope to each Principal Investigator approximately 30 days prior to the expiration date of a grant. The Form 98A fulfills the second of the two reporting requirements for a Phase I grant. A Phase II proposal cannot be processed until this form has been received from the grantee. 7.3. Payment Schedule No invoices are necessary under Phase I grants. Phase I payments will be made as follows: 40 percent approximately 3-4 weeks after the effective date of the award, 40 percent six months after the award, and the remainder upon acceptance of a satisfactory Phase I Final Report by NSF. 7.4. Proprietary Information, Inventions, and Patents Proposals may contain proprietary information. In addition, Phase II proposals and Final Reports delivered under a grant may also contain technical data developed under the grant. The grantee may have rights in these technical data. A. Proprietary Information in Proposals--Information contained in unsuccessful proposals will remain the property of the proposer, but NSF will retain file copies of all proposals. Public release of information in any proposal will be subject to existing statutory and regulatory requirements. Proposers should limit proprietary information to that deemed essential for proper evaluation of the proposal. Proprietary information may be included in the body of the proposal or set apart from other text. Any proprietary information included in the body of the proposal must be clearly marked, by sentence or paragraph, as proprietary. Any proprietary information set apart from other text should be on a separate page, and keyed the text by numbers. Confine it to those critical items that, if disclosed, could jeopardize the obtaining of foreign or domestic patents or could reveal trade secrets or commercial or other financial information that could jeopardize the competitive position of the proposers. Proposals or reports which attempt to restrict dissemination of large amounts of information may be found unacceptable by NSF. Proprietary information submitted to NSF will be treated in confidence, to the extent permitted by law, if it is clearly identified, by sentence or paragraph in the proposal text, or on a separate page. List the numbers of those pages containing proprietary information as indicated at the bottom of the Proposal Cover Page (Appendix B). Without assuming any liability for inadvertent disclosure, NSF will limit dissemination of properly marked information to its employees and, as necessary, for the evaluation of the proposal, to outside reviewers on a confidential basis. Phase II may also contain technical data developed under the Phase I grant. The grantee must properly identify and mark such technical data as described directly below in Section 7.4.B. Since Final Reports by the Principal Investigator will be made available to public (see Section 7.2.A above) such reports should contain no restrictive language purporting to limit their use, except for technical data described in Section 7.4.B below. B. Rights in Data Developed Under STTR--The grantee may retain rights in technical data, including software developed under the NSF grant, except that the Government shall have the right to use such data for Governmental purposes. The Final Technical Report delivered under the grant, including technical data, may be made available to the public by the Government except for that portion of the report containing technical data properly identified and marked as set forth below. To the extent permitted by law, the Government will not release properly identified and marked technical data, such as data relating to an invention or software, outside the Government except for evaluation purposes for a period of four years from the expiration of the Phase II grant or of the Phase I grant, when no Phase II award is made, without approval of the grantee. The grantee must properly identify such data and set it off on a separate page keyed to the text by numbers in any submission to the Foundation. Such data must be clearly labeled as proprietary and marked with a legend similar to the following: "The following is proprietary information which (name of grantee) requests not be released to persons outside the Government except for purposes of evaluation, for a period of four years from the expiration of Grant No.___________ or, if a follow-on Phase II grant if awarded, whichever is later." In addition to the rights vested in the Government to use such technical data during the four-year period mentioned above, the Government shall retain a royalty free, irrevocable, world-wide license to use the data after the conclusion of the four-year period whether or not the grantee has sought or obtained patent protection or claimed copyright protection. 7.5. Copyrights The grantee normally may copyright and publish (consistent with appropriate security considerations, if any) material developed with NSF support. NSF obtains royalty-free license for the Federal Government and requires that each publication contain an acknowledgment and disclaimer statement as shown in Section 7.2., Reports. 7.6. Patents Each award agreement will contain a patent rights clause under which small business firms normally retain the principal worldwide patent rights to any invention made with NSF support. NSF receives a royalty-free license for Federal Government use, reserves the right to require the patent holder to license others in certain circumstances, and requires that anyone exclusively licensed to sell the invention in the United States must normally manufacture it domestically. To the extent authorized by 35 U.S.C. 205, NSF will not make public any disclosure by the grantee of an NSF-supported invention for a four-year period to allow the grantee a reasonable time to file a patent application. The time period for filing is specified in the patent rights clause and applicable Federal regulations. Additional information may be obtained from the Office of the General Counsel at NSF. 7.7. Grantee Commitments In the event of an award, the awardee will be required to make certain legal commitments through acceptance of the terms and conditions of the Phase I funding agreements. Copies of complete terms and conditions are available upon request. 7.8. Critical Additional Information --Management Responsibility. The responsibility for the performance of the Principal Investigator and other employees or consultants who carry out the proposed work lies with the management of the small business concern receiving an award. --Accuracy of Information. The proposing organization and the Principal Investigator are responsible for the accuracy and validity of all the administrative, fiscal, and scientific information in the proposal. Deliberate withholding, falsification, or misrepresentation of information could result in administrative actions such as declination of a proposal or the suspension and/or termination of an award, as well as possible criminal penalties. --Audits. Both Phase I and Phase II awards are subject to Federal audit as specified in the applicable Grant Terms and Conditions. --Changes in Organization, Principal Investigator, or Research Institution Investigator Status. The STTR Program must be notified promptly if there is any change in the name or address of the business concern, if the concern no longer qualifies as a small business, or if the Research Institution Investigator changes. Any change in the Principal Investigator under an active grant must be requested in writing and must be approved by the Grants Officer. --This Program Solicitation is Intended for Informational Purposes and Reflects Current Planning. If there is any inconsistency between the information contained herein and the terms of any resulting STTR grant, the terms of the grant are controlling. 8. SUBMISSION OF PROPOSALS 8.1. Deadline for Proposals Deadline for receipt (10 copies) at the National Science Foundation is 5:00 p.m., EST, April 3, 1995. Proposals which do not meet the deadline or that do not adhere to other requirements of this solicitation will be returned to the proposer without further consideration. Proposers are cautioned to be careful of unforeseen delays which can cause late arrival of proposals at the Foundation, with the result that they may not be included in the evaluation procedures. Evaluation and processing will require about four (4) months for completion, and no information on proposal status will be available until formal notification is made approximately July 31, 1995. 8.2 Proposal Submission Proposals (10 copies) should be addressed to: Proposal Processing Unit, Room P1-60 NSF Solicitation No. 95-30 4201 Wilson Blvd. Arlington VA 22230 ATTN: STTR A. Packaging--Secure packaging is mandatory. The Foundation cannot be responsible for the processing of proposals damaged in transit. All 10 copies of a proposal shall be sent in the same package. Do not send separate "information" copies or several packages containing parts of a single proposal. One copy must be signed as an original by the Principal Investigator and the corporate official. The other copies of the proposal need only contain copies of the original signatures. B. Bindings and Covers--Do not use any special binding or cover. Staple the pages in the upper left-hand corner of the cover sheet of each proposal. 9. PHASE II 9.1. Eligibility Only those NSF Phase I grantees who successfully complete their awards and submit acceptable Phase I Final Reports are eligible to submit Phase II proposals to NSF. Instructions for submittal of Phase II proposals will be provided to all Phase I awardees. Any change of Principal Investigator or Research Institution Investigator between Phase I and Phase II should be explained in the Phase II proposal. The budget request and period of performance in Phase II should depend upon the scope of research proposed, but will not normally exceed 24 months and $350,000. It is estimated that approximately one-third of the Phase I awardees will receive Phase II grants depending upon availability of funds. It is possible that the first cohort of Phase II awards will be made prior to the end of the 1995 fiscal year after the merit review of the Phase I Final Report and the Phase II proposal. 9.2. Phase II Criteria In evaluation of Phase II proposals, approximately equal consideration will be given to each of the following criteria: (1) Degree to which the Phase I objectives were met (from Phase I Final Report). (2) The scientific/engineering quality of the proposed research, and the soundness of the research plan to attain a laboratory prototype or equivalent for Phase III product development and commercialization. (3) The uniqueness/ingenuity of the proposed concept or application as technological innovation. (4) Qualifications of the Principal Investigator, the Research Institution Investigator, other key staff, and consultants in relation to the proposed research, including the strength of their complementarity as a research team; the time commitments of senior personnel; and the availability of instrumentation and facilities. (5) Reasonableness of the budget requested for the work proposed. (6) The potential of the proposed concept for commercial applications as evidenced by: (a) the small business's record of commercializing research; (b) the existence of acceptable second-phase funding commitments from private sector or non-STTR funding sources; (c) the existence of acceptable third-phase follow-on funding commitments for the subject of the research, and; (d) the presence of other indicators of commercial potential of the idea. In the case of proposals of otherwise approximately equal merit, the provision of the Phase III follow-on funding commitments will be an important consideration. 9.3 Annual Commercialization Report Phase II awardees are required to provide an annual commercialization report over the award period, and they may be asked to continue reporting commercial results for five years after the award period. The report would include the amount and type of continuing investment obtained to pursue commercialization and any products, sales, royalties, patents or spinoffs attributable to the STTR project. The purpose of this report is to help monitor the extent of commercial application derived from STTR-supported research. Specific instructions will be provided by the STTR Program Manager. 10. SCIENTIFIC AND TECHNICAL INFORMATION SOURCES Proposers may want to obtain scientific and technical information related to their proposed effort as background or for other purposes. Literature searches, abstracts, publications, and the names of potential consultants in the specific research area may be obtained at good technical libraries, some state organizations, and also from the organizations listed below. Documents should be ordered soon after receipt of a solicitation as it may take some time to acquire them. To obtain this service or additional information, contact any of the following organizations. National Technology Transfer (NTTC) 316 Washington Avenue Duvall Center Wheeling, West Virginia 26003 1-800-678-6882 National Technical Information Service 5285 Port Royal Road Springfield, Virginia 22161 (703) 487-4600 1-800-553-6847 NASA Technology Transfer Centers: Center for Technology Commercialization, Inc. Massachusetts Technology Park 100 North Drive Westborough, Massachusetts 01581 (508) 870-0042 Great Lakes Industrial Technology Center Battelle Memorial Institute 25000 Great Northern Corporate Center, Suite 260 Cleveland, OH 44070-5310 (216) 734-0094 The Mid-Atlantic Technology Applications Center 823 William Pitt Union University of Pittsburgh Pittsburgh, Pennsylvania 15260 1-800-257-2725 NASA Far West Regional Technology Transfer Center 3716 S. Hope Street, Suite 200 Los Angeles, California 90007 CA Only (800) 642-2872 Other 1-800-872-7477 NASA Mid-Continent Technology Transfer Center Texas A & M University System 237 Wisenbaker Engineering Research Center College Station, TX 77843-8000 (409) 845-8762 1-800-472-6785 NASA/Southern Technology Applications Center University of Florida College of Engineering 1 Progress Boulevard, Box 24 Alachua, Florida 32615 1-800-472-6785 NERAC 1 Technology Drive Tolland, Connecticut 06084 (203) 872-7000 Knight-Ridder Information 1-800-334-2564 Chemical Abstract Service STN International 1-800-753-4227 11. RESEARCH TOPIC DESCRIPTION Analytical Chemical Instrumentation Research leading to the development of innovative instrumentation for the detection, identification, and quantification of chemical species is the focus of this solicitation. Such instrumentation will likely utilize new technologies or demonstrate new concepts. Substantive improvements of extant instrumentation that enable broader application or significantly enhance sensitivity and/or operability are also within the scope of this solicitation. Examples of the types of analytical chemical instrumentation relevant to this solicitation include, but are not restricted to: - New and improved analytical and characterization instruments and sensors having applications in chemistry, materials science, biotechnology, or environmental sciences. - Analytical instrumentation for chemical process, both batch and continuous. - New or improved hardware and software components of analytical chemical instrumentation systems. The scope of this solicitation is restricted to research leading to the development of analytical chemical instrumentation which responds to atomic or molecular species. It does not include analytical instruments which measure mechanical phenomena. Prospective applicants are encouraged to discuss the appropriateness of their proposal, prior to submission, with the cognizant Program Director in the Chemistry Division at (703) 306- 1856. 12. MODEL AGREEMENT MODEL AGREEMENT SMALL BUSINESS TECHNOLOGY TRANSFER (STTR) PROGRAM ALLOCATION OF RIGHTS IN INTELLECTUAL PROPERTY AND RIGHTS TO CARRY OUT FOLLOW-ON RESEARCH, DEVELOPMENT, OR COMMERCIALIZATION This Agreement between ________________________________________, a small business concern organized as a ________________________ under the laws of ______________________________ and having a principal place of business at_______________________________________________________________ _________________________________________, ("SBC") and ___________________________________________________________, a research institution having a principal place of business at________________________________________________________, ("RI") is entered into for the purpose of allocating between the parties certain rights relating to an STTR project to be carried out by SBC and RI (hereinafter referred to as the "PARTIES") under an STTR funding agreement that may be awarded by the National Science Foundation (NSF) to SBC to fund a proposal entitled "________________________________________________________________ _____________________________________________________________" submitted, or to be submitted, to NSF by SBC on or about ________________, 199__. 1. Applicability of this Agreement. (a) This Agreement shall be applicable only to matters relating to the STTR project referred to in the preamble above. (b) If a funding agreement for an STTR project is awarded to an SBC based upon the STTR proposal referred to in the preamble above, SBC will promptly provide a copy of such funding agreement to RI, and SBC will make a subaward to RI in accordance with the funding agreement, the proposal, and this Agreement. If the terms of such funding agreement appear to be inconsistent with the provisions of this Agreement, the Parties will attempt in good faith to resolve any such inconsistencies. However, if such resolution is not achieved within a reasonable period, SBC shall not be obligated to award nor RI to accept the subaward. If a subaward is made by SBC and accepted by RI, this Agreement shall not be applicable to contradict the terms of such subaward or of the funding agreement awarded by NSF to SBC except on the grounds of fraud, misrepresentation, or mistake, but shall be considered to resolve ambiguities in the terms of the subaward. (c) The provisions of this Agreement shall apply to any and all consultants, subcontractors, independent contractors, or other individuals employed by SBC or RI for the purposes of this STTR project. 2. Background Intellectual Property. (a) "Background Intellectual Property" means property and the legal right therein of either or both parties developed before or independent of this Agreement including inventions, patent applications, patents, copyrights, trademarks, mask works, trade secrets and any information embodying proprietary data such as technical data and computer software. (b) This Agreement shall not be construed as implying that either party hereto shall have the right to use Background Intellectual Property of the other in connection with this STTR project except as otherwise provided hereunder. (1) The following Background Intellectual Property of SBC may be used nonexclusively and, except as noted, without compensation by RI in connection with research or development activities for this STTR project (if "none" so state): _________________________________________________________________ _________________________________________________________________ ________________; (2) The following Background Intellectual Property of RI may be used nonexclusively and, except as noted, without compensation by SBC in connection with research or development activities for this STTR project (if "none" so state): _________________________________________________________________ _________________________________________________________________ _________________; (3) The following Background Intellectual Property of RI may be used by SBC nonexclusively in connection with commercialization of the results of this STTR project, to the extent that such use is reasonably necessary for practical, efficient and competitive commercialization of such results but not for commercialization independent of the commercialization of such results upon the condition that SBC pay to RI, in addition to any other royalty including any royalty specified in the following list, a royalty of___% of net sales or leases made by or under the authority of SBC of any product or service that embodies, or the manufacture or normal use of which entails the use of, all or any part of such Background Intellectual Property (if "none" so state): _________________________________________________________________ _________________________________________________________________ ________________________________________________________________. 3. Project Intellectual Property. (a) "Project Intellectual Property" means the legal rights relating to inventions (including Subject Inventions as defined in 37 CFR 401), patent applications, patents, copyrights, trademarks, mask works, trade secrets and any other legally protectable information, including computer software, first made or generated during the performance of this STTR Agreement. (b) Except as otherwise provided herein, ownership of Project Intellectual Property shall vest in the party whose personnel conceived the subject matter or first actually reduced the subject matter to practice, and such party may perfect legal protection therein in its own name and at its own expense. Jointly made or generated Project Intellectual Property shall be jointly owned by the Parties unless otherwise agreed in writing. The SBC shall have the first option to perfect the rights in jointly made or generated Project Intellectual Property unless otherwise agreed in writing. (1) The ownership, including rights to any revenues and profits, resulting from any product, process, or other innovation or invention based on the cooperative shall be allocated between the SBC and the RI as follows: SBC Percent: _____________RI Percent: __________ (2) Expenses and other liabilities associated with the development and marketing of any product, process, or other innovation or invention shall be allocated as follows: the SBC will be responsible for ______percent and the RI will be responsible for ______ percent. (c) The Parties agree to disclose to each other, in writing, each and every Subject Invention, which may be patentable or otherwise protectable under the United States patent laws in Title 35, United States Code. The Parties acknowledge that they will disclose Subject Inventions to each other and the awarding agency within _____months after their respective inventor(s) first disclose the invention in writing to the person(s) responsible for patent matters of the disclosing Party. All written disclosures of such inventions shall contain sufficient detail of the invention, identification of any statutory bars, and shall be marked confidential, in accordance with 35 U.S.C. 205. (d) Each party hereto may use Project Intellectual Property of the other nonexclusively and without compensation in connection with research or development activities for this STTR project, including inclusion in STTR project reports to the NSF and proposals to the NSF for continued funding of this STTR project through additional phases. (e) In addition to the Government's rights under the Patent Rights clause of 37 CFR 401.14, the Parties agree that the Government shall have an irrevocable, royalty free, nonexclusive license for any governmental purpose in any Project Intellectual Property. (f) SBC will have an option to commercialize the Project Intellectual Property of RI, subject to any rights of the Government therein, as follows-- (1) Where Project Intellectual Property of RI is a potentially patentable invention, SBC will have an exclusive option for a license to such invention, for an initial option period of ______months after such invention has been reported to SBC. SBC may, at its election and subject to the patent expense reimbursement provisions of this section, extend such option for an additional _____ months by giving written notice of such election to RI prior to the expiration of the initial option period. During the period of such option following notice by SBC of election to extend, RI will pursue and maintain any patent protection for the invention requested in writing by SBC and, except with the written consent of SBC or upon the failure of SBC to reimburse patenting expenses as required under this section, will not voluntarily discontinue the pursuit and maintenance of any United States patent protection for the invention initiated by RI or of any patent protection requested by SBC. For any invention for which SBC gives notice of its election to extend the option, SBC will, within _______ days after invoice, reimburse RI for the expenses incurred by RI prior to expiration or termination of the option period in pursuing and maintaining (i) any United States patent protection initiated by RI and (ii) any patent protection requested by SBC. SBC may terminate such option at will by giving written notice to RI, in which case further accrual of reimbursable patenting expenses hereunder, other than prior commitments not practically revocable, will cease upon RI's receipt of such notice. At any time prior to the expiration or termination of an option, SBC may exercise such option by giving written notice to RI, whereupon the parties will promptly and in good faith enter into negotiations for a license under RI's patent rights in the invention for SBC to make, use and/or sell products and/or services that embody, or the development, manufacture and/or use of which involves employment of, the invention. The terms of such license will include: (i) payment of reasonable royalties to RI on sales of products or services which embody, or the development, manufacture or use of which involves employment of, the invention; (ii) reimbursement by SBC of expenses incurred by RI in seeking and maintaining patent protection for the invention in countries covered by the license (which reimbursement, as well as any such patent expenses incurred directly by SBC with RI's authorization, insofar as deriving from RI's interest in such invention, may be offset in full against up to ________of accrued royalties in excess of any minimum royalties due RI); and, in the case of an exclusive license, (iii) reasonable commercialization milestones and/or minimum royalties. (2) Where Project Intellectual Property of RI is other than a potentially patentable invention, SBC will have an exclusive option for a license, for an option period extending until _________months following completion of RI's performance of that phase of this STTR project in which such Project Intellectual Property of RI was developed by RI. SBC may exercise such option by giving written notice to RI, whereupon the parties will promptly and in good faith enter into negotiations for a license under RI's interest in the subject matter for SBC to make, use and/or sell products or services which embody, or the development, manufacture and/or use of which involve employment of, such Project Intellectual Property of RI. The terms of such license will include: (i) payment of reasonable royalties to RI on sales of products or services that embody, or the development, manufacture or use of which involves employment of, the Project Intellectual Property of RI and, in the case of an exclusive license, (ii) reasonable commercialization milestones and/or minimum royalties. (3) Where more than one royalty might otherwise be due in respect of any unit of product or service under a license pursuant to this Agreement, the parties shall in good faith negotiate to ameliorate any effect thereof that would threaten the commercial viability of the affected products or services by providing in such license(s) for a reasonable discount or cap on total royalties due in respect of any such unit. 4.Follow-on Research or Development. All follow-on work, including any licenses, contracts, subcontracts, sublicenses or arrangements of any type, shall contain appropriate provisions to implement the Project Intellectual Property rights provisions of this agreement and insure that the Parties and the Government obtain and retain such rights granted herein in all future resulting research, development, or commercialization work. 5. Confidentiality/Publication. (a) Background Intellectual Property and Project Intellectual Property of a party, as well as other proprietary or confidential information of a party, disclosed by that party to the other in connection with this STTR project shall be received and held in confidence by the receiving party and, except with the consent of the disclosing party or as permitted under this Agreement, neither used by the receiving party nor disclosed by the receiving party to others, provided that the receiving party has notice that such information is regarded by the disclosing party as proprietary or confidential. However, these confidentiality obligations shall not apply to use or disclosure by the receiving party after such information is or becomes known to the public without breach of this provision or is or becomes known to the receiving party from a source reasonably believed to be independent of the disclosing party or is developed by or for the receiving party independently of its disclosure by the disclosing party. (b) Subject to the terms of paragraph (a) above, either party may publish its results from this STTR project. However, the publishing party will give a right of refusal to the other party with respect to a proposed publication, as well as a __________ day period in which to review proposed publications and submit comments, which will be given full consideration before publication. Furthermore, upon request of the reviewing party, publication will be deferred for up to _________additional days for preparation and filing of a patent application which the reviewing party has the right to file or to have filed at its request by the publishing party. 6. Liability. (a) Each party disclaims all warranties running to the other or through the other to third parties, whether express or implied, including without limitation warranties of merchantability, fitness for a particular purpose, and freedom from infringement, as to any information, result, design, prototype, product or process deriving directly or indirectly and in whole or part from such party in connection with this STTR project. (b) SBC will indemnify and hold harmless RI with regard to any claims arising in connection with commercialization of the results of this STTR project by or under the authority of SBC. The PARTIES will indemnify and hold harmless the Government with regard to any claims arising in connection with commercialization of the results of this STTR project. 7. Termination. (a) This agreement may be terminated by either Party upon _______days written notice to the other Party. This agreement may also be terminated by either Party in the event of the failure of the other Party to comply with the terms of this agreement. (b) In the event of termination by either Party, each Party shall be responsible for its share of the costs incurred through the effective date of termination, as well as its share of the costs incurred after the effective date of termination, and which are related to the termination. The confidentiality, use, and/or non- disclosure obligations of this agreement shall survive any termination of this agreement. AGREED TO AND ACCEPTED-- Small Business Concern By:_____________________________________Date:_____________ Print name:_______________________________________________ Title:____________________________________________________ Research Institution By:____________________________________ Date:_____________ Print name:_______________________________________________ 13. APPENDICES: SUBMISSION FORMS AND CERTIFICATIONS For Submission Forms and Certifications please refer to printed Program Announcement NSF 95-30. OMB # 3145-0058 PT 34 KW 0901043; 1003008; 1009000; 1014001 0605000; 1013018 NSF 95-30 (Replaces NSF 93-162) ----------------------------------------------------------------------- End of nsf9530.txt ----------------------------------------------------------------------- ** FOR YOUR REFERENCE ** This message was mailed to the STIS mailing list "STSFUL-L". To get off the list, send the following message to "ListProc@stis.nsf.gov": unsubscribe STSFUL-L If you receive an error message, send the following message for more information: help unsubscribe If, after 24 hours, you haven't received *any* response from ListProc send a message to "stis@nsf.gov". A human will read your message.