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• Founded 1979, Albuquerque, New Mexico• 1,000+ Employee Owners in U.S. and Canada
Employee Profile
National SecurityARA is the recognized national leader for providing innovative solutions to deter, defeat, and respond to threats facing the warfighter and our homeland
1
InfrastructureLeader in technologies and services to improve the performance and sustainability of infrastructure for transportation, buildings, and energy systems
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Energy & EnvironmentTo be a recognized, highly regarded provider of innovative engineering services and products to the power and utility services market
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Health SolutionsARA is a respected and sought after company providing specialized research and technology services, testing and product development in health science and engineering
Virtual Heroes Division of ARAFounded January 2004 by veterans of the Research Triangle Institute, the U.S. military and the entertainment game industryAcquired by ARA in April 2009
• Work to leave the door open for more follow-on’s• Look for options to repurpose content in the future• Consider growth opportunities past this one project
• Also called a Collaboration Agreement• This creates structure to generate Task Orders• Creates a plan/environment for on-going/future
tasks/project work, instead of a single contract• Makes it easier to add work later• Yes it is more work up front, but worth the time• Caveat: some grants/awards/etc can’t support
This master agreement (hereinafter called “Master Agreement”) is effective the XXX day of XXX 20XX, by and between XXXX (hereinafter called "XXXX"), an institution having its principal office at XXX, and Applied Research Associates, Inc. with a principal place of business at 8537 Six Forks Rd, Ste 600, Raleigh, NC 27615 (hereinafter called “ARA”), where each are referred to as a “Party” and together as the “Parties.”
RECITALS
WHEREAS, the Parties will explore opportunities to fund, develop, market and sell for financial consideration, products resulting from projects, when feasible, under mutually agreeable terms;
WHEREAS, the Parties wish to establish a Master Agreement to set forth the broad terms and conditions applicable to the conduct of these projects of mutual interest, this Master Agreement;
WHEREAS, the Parties will enter into task-specific agreements (“Task Orders”) to identify, plan and execute projects of mutual interest between the Parties and specify resources to be made available between the Parties in support of each Task Order;
• Reciprocal agreement to sell/generate revenue• Normally set with equal royalty payments• Adjust the split based on expected efforts/sales• Set frequency of payments (quarterly, annually)• Include allowance for audit of books
THIS AGREEMENT, including all Exhibits attached hereto (the “Agreement”) is made and entered into this XX day of XXX, 20XX (the “Effective Date”) by and between XXX (“XXX”), a XXX corporation with offices located at XXX and Applied Research Associates, Inc. (“ARA”), a New Mexico corporation with offices located at 4300 San Mateo Blvd., N.E., Suite A-220, Albuquerque, New Mexico 87110 and 8537 Six Forks Road, Suite 600, Raleigh, North Carolina 27615. XXX and ARA are sometimes referred to collectively herein as the “Parties” and individually as a “Party.” WHEREAS, ARA has developed a technology platform composed of numerous software libraries, capabilities, and other digital assets known as the YYY (defined below) and uses the YYY to develop software that it licenses for education, training, assessment, and learning software applications;
• Avoid work-for-hire at all costs• Include wording allowing rights to repurpose• Add wording protecting non-joint IP reuse• Leverage your existing assets offered “in-kind” to
win rights• Consider discount if required to win rights
• Define each sides Pre-Existing IP along with Joint IP
• Often required by the government• Many organizations leave blank• Don’t miss opportunity to declare your IP• Be as restrictive as you can• Be as exhaustive as you can
IP Assertions (Govt Example)The Offeror’s assertions, including the assertions of its subcontractors or suppliers or potential subcontractors or suppliers, shall be submitted as an attachment to its offer in the following format, dated and signed by an official authorized to contractually obligate the Offeror:
1) Identification and Assertion of Restrictions on the Government’s Use, Release, or Disclosure of Technical Data Computer Software.
2) The Offeror asserts for itself, or the persons identified below, that the Government’s rights to use, release, or disclose the following technical data or computer software should be restricted
Technical Data Computer Software to be Furnished With Restrictions*
Basis for Assertion** Asserted Rights Category***
Name of Person Asserting Restrictions****
VH ALT Platform VH GO Platform
development exclusively at private expense
Restricted (commercial)
XXXXXXXXX
Third-party integrations (e.g., Unreal Engine)
development exclusively at private expense
Restricted (commercial)
XXXXXXXXX
*** Enter asserted rights category (e.g., government purpose license rights from a prior contract, rights in SBIR data generated under another contract, limited, restricted, or government purpose rights under this or a prior contract, or specially negotiated licenses).
This Agreement ("Agreement") is made and entered into and effective this ___ day of ___, 20XX by and between Applied Research Associates, Inc. having its principal place of business at 8537 Six Forks Road, Suite 600, Raleigh, NC 27615 ("ARA") and XXX, having its principal place of business XXX ("Client").
WHEREAS, ARA has provided to Client certain software as specified in Exhibit A of this Agreement ("Covered Software") pursuant to a software license agreement between the parties (the "License Agreement"); and
WHEREAS, Client wishes to have ARA provide maintenance and support services pursuant to the terms and conditions of this Agreement;
• Negotiate for sales royalties and service royalties• Consider investment of your own IRAD or Fee to
gain royalty agreement. Example: • $500K contract, 8% fee = $40K• Invest $20K in return for 5% royalty• Requires $400K sales to recoup• All sales past that equals new fee