I. Introduction

A. UM and NIST are each esteemed research institutions, and they have a shared history of collaboration and cooperation in education, research, and public service. The two institutions have long collaborated in research consortia and programs and, over the past decades, have forged extensive personal and professional linkages. This history and its evolution lead to the recognition of a shared future together that sets the stage for this Memorandum of Understanding.

B. UM is committed to strengthening its recognized role as a major national research university through increased interaction with major national research institutes and laboratories, such as NIST. NIST seeks to foster scientific creativity and productivity, leading to improved U.S. competitiveness and productivity through increased contact between its staff and the faculty, graduate students and undergraduate students of major research universities, such as the UM. NIST recognizes, through experience, that cooperation and collaboration are a critical mechanism for increasing the impact of its research staff, capabilities, and facilities. Such cooperative arrangements already exist between NIST and the University System of Maryland and the University of Maryland Biotechnology Institute.

C. It is the intent of the Director of NIST and the President of UM to foster and expand research, education and cooperation between the two institutions through this Memorandum of Understanding. This document provides the general structure and principles to facilitate a relationship between the two institutions and is not intended to interfere with or alter relationships between researchers and scientists of each institution.

II. Objectives of and Environment for Interaction

A. Increasing the cooperative and collaborative links between UM and NIST will enhance the scientific, technical, and engineering competence and breadth of the two institutions, while making better use of their respective facilities and enabling their faculty and staff to work together to develop stronger programs of mutual interest and benefit. This enhanced capability will permit both UM and NIST to accomplish goals together that they could not achieve separately.

B. It is anticipated that a partnership between NIST and UM will bring new and additional resources to both partners through new programs, collaborations, efficiencies, and resource use optimization; enrich the regional economic environment with innovative, dynamic new companies born from the partnership; and provide a catalyst for the creation of more regional partnerships, perhaps leading to the creation of a regional center, designed to enhance the creation of partnerships between public, private, and academic sectors.

C. Both institutes are poised to commission new facilities that are especially suited to research and development. NIST is scheduled to begin a phased occupancy of its new Advanced Measurement Laboratory (AML) in early 2004, and UM is scheduled to begin occupancy of its new Jeong H. Kim Engineering and Applied Sciences Building in 2005. The near-coincident availability of these new facilities offers significant opportunity for increased research synergy and efficiency in programs by treating parts of these buildings as extensions of each other, thereby creating a virtual research center. The spirit of this newly expanded partnership is to bring NIST adjunct faculty to teach in the Kim Building, and UM researchers to collaborate on experiments in the AML.

D. The Federal Government has also designated UM as a University Affiliated Research Center (UARC), which will provide space adjacent to the campus for collaborative partnerships among and between academia, Government, and industry. As the NIST-UM partnership evolves, this UARC will offer a possibility for new facilities where NIST and UM programs can be co-located in a setting attractive to industrial participation. This development provides an opportunity to enhance the ability of both institutions to conduct interdisciplinary research, which is essential to many leading-edge technologies, and to develop an effective mechanism for sharing expenses associated with some areas of contemporary research.

E. Beyond their mutual interest in leveraging these major infrastructural investments at NIST and UM, both institutions seek to take better advantage of their unique facilities, capabilities, and activities to encourage increased collaboration with one another. One existing example of such a collaboration involves the NIST Center for Neutron Research (NCNR), a unique facility that is recognized as the leading neutron scattering facility in the United States. UM has been a key partner in the NCNR and an essential element of its success. The partnership of NIST and UM at the NCNR serves as an example of how research can be enhanced by increased collaboration between NIST and UM and as a model for creating and providing access to national scientific research facilities and their work. Partnerships are a critical element to broaden access by the scientific research community to all of NIST’s unique capabilities and facilities, and the UM-NIST partnership can be expected to be a gateway for that community.

III. Mechanisms to Foster Collaboration and Cooperation

A. UM and NIST agree to explore and assist in developing mechanisms that will serve to encourage and enhance cooperative work between the institutions in areas of mutual interest, such as nanoscale metrology, science, engineering, and manufacturing. Both institutions agree to take steps to develop a more dynamic program to exchange researchers and encourage joint research projects staffed by individuals from both institutions.

B. Examples of mechanisms that will serve to foster cooperative work include:

1. providing transportation between the campuses of the two institutes to encourage
co-located research and participation in cross-campus research activity, including seminars and relevant classes;

2. providing greater opportunities by which NIST staff, facilities, and equipment may be used to support UM’s undergraduate, graduate, and post-doctoral education and research programs;
3. encouraging joint use of equipment and supporting staff, following consultation and agreement among appropriate UM and NIST management;

4. providing opportunities, through sabbatical appointments, joint seminars and visits for NIST staff to interact with the world-class UM faculty;

5. providing opportunities for NIST scientists, engineers and staff to serve as adjunct UM faculty, following standard reviews and procedures;

6. encouraging NIST scientists and engineers to join UM departments, units and research centers for one or two semesters to assist in UM’s instructional program and offer special courses related to their ongoing research through the Intergovernmental Personnel Act of 1970 or other leave arrangements;

7. developing opportunities and protocols for joint appointments to UM and NIST;

8. working cooperatively to attract distinguished national and international scientists and engineers of mutual interest to visiting positions at either institution;

9. establishing a joint post-doctoral research program;

10. establishing regularly scheduled, informal seminars on collaborative research;

11. providing increased opportunities for advanced programs of graduate and undergraduate study jointly sponsored by, and possibly located at, both institutions;

12. bringing new resources to collaborative programs through such opportunities as the NSF “Grant Opportunities For Academic Liaison With Industry (GOALI)” program, an NSF “Scholar-in-residence” program, or direct industrial support;

13. arranging annual colloquia of broad, high-level interest; and

14. providing joint coordination on subsidiary collaborations.

IV. Administration of Specific Collaboration Projects

A. NIST and UM agree that this Memorandum of Understanding does not commit either to pledge specific levels of financial or personnel support or to provide specific laboratory or office space for programs. The provision of any such support from either Party will be based on available resources and will be provided in accordance with the rules, regulations, laws, and policies under which NIST and/or UM operates.

B. NIST and UM understand that this Memorandum of Understanding cannot detail how any one collaborative effort will be implemented, administered, or funded, in the light of the breadth and variety in form and substance of the anticipated collaborations. As a result, NIST and UM acknowledge that they will need to enter into separate subsidiary agreements for each collaboration. Subsidiary agreements will address the scope of work; each Party’s contributions and obligations to the project; the administration, coordination, and implementation of the project; the respective rights of each Party to own, use and license intellectual property that is developed in the course of the collaboration, and other issues mutually agreed to by the Parties.

C. The terms and conditions of subsidiary agreements will be consistent with this Memorandum of Understanding and, with respect to collaborative projects between NIST and UM, will provide that: a) any intellectual property conceived of during a particular project solely by employees of NIST shall belong to NIST; b) any intellectual property conceived of during a particular project solely by employees of UM shall belong to UM, and c) any intellectual property conceived of during a particular project jointly by employees of UM and NIST shall be jointly owned by UM and NIST. With respect to collaborative projects involving NIST, UM and a corporation, NIST and UM agree to use the Cooperative Research and Development Agreement (“CRADA”), attached as Exhibit 1, as a model for intellectual property rights and to refine that model as appropriate.

D. Any researchers, scientists and faculty of NIST and UM may initiate discussions on collaborative projects, but, only those persons authorized by NIST and UM shall have authority to execute agreements committing their participation in particular collaborative projects.

V. Annual Reviews

A. In order to assure progress in attaining the goals described in this Agreement, it is agreed that the Director of NIST and the President of the UM, or their designated representatives, will annually review the scope and progress of cooperative activity between their institutions and policies and programs related to this Memorandum of Understanding.

VI. Liability

A. NIST liability for any injury, damage or loss to persons or property arising in the performance of this Memorandum of Understanding and caused by the negligence of its own officers, employees, agents and representatives shall be governed by the Federal Tort Claims Act. UM liability for any injury, damage or loss to persons or property arising out of the performance of this Memorandum of Understanding and caused by the negligence of its own officers, employees, agents and representatives shall be governed by the Maryland Tort Claims Act, Md. Code Anno. [State Gov’t Art.] §§12-101 et seq.

VII. Term and Termination of this Memorandum of Understanding

A. This Memorandum of Understanding shall last for an initial period of 10 (ten) years from the Effective Date.

B. Either party is free to withdraw at any time during the initial period upon one (1) year prior written notice to the other party of its intention to withdraw. During that year, NIST and UM will endeavor to address and correct the concerns of the party who wishes to withdraw. If those efforts are not successful, this Memorandum of Understanding will terminate when the one (1) year notice period expires.

C. The termination of this Memorandum will not result in the automatic termination of a subsidiary agreement entered into between the Parties unless the subsidiary agreement expressly provides that it shall last only so long as this Memorandum is in effect. This flexible position is recognized by both parties as necessary for a harmonious working arrangement between two institutions which are geographically separated, and which have distinct and separate individual responsibilities.

VIII. Amendments

A. Amendments to this Memorandum of Understanding may be proposed, either by the undersigned or their successors, and shall become effective only if agreed to, in writing, by the undersigned or their successors.

IX. General

A. This Memorandum of Understanding is and will be available for disclosure to the general public.

B. This Memorandum of Understanding is an agreement between NIST and UM and does not create or confer any right or benefit on any other person or party, private or public.

C. The Parties are and shall remain independent contractors and nothing herein shall be construed to create a partnership, agency, joint venture, or teaming agreement between the Parties. Nothing herein shall be construed as implying that either Party's employees are employees of the other.

D. A determination that any term of this Memorandum of Understanding is invalid for any
reason shall not effect the validity of the remaining terms of the Memorandum of Understanding.

E. This Memorandum of Understanding together with Exhibit A constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings, whether oral or written.

Agreed to:

created on 07/16/03
contact: inquiries@nist.gov

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