CLEAN ROOM USE AGREEMENT

For Industry or Private Business Researcher

This Clean Room Use Agreement (“Agreement”) is made effective as of ______ ________, ______, between __________________________ (“Customer”) and the Board of Regents of The University of Texas System for the use and benefit of The University of Texas at Dallas (“University”). Whereas, Customer desires to use the Clean Room Lab (“CRL”) facilities and equipment on the terms and conditions set forth herein, and Whereas, the University desires to make its CRL facilities and equipment available on the terms and conditions set forth herein, and Whereas, University has appointed a CRL Director and staff (“CRL Management”) to operate and maintain the CRL in the best interests of University. Therefore, for good and valuable consideration the University and Customer agree as follows:

Description of Facilities and Equipment Available for Customer Use.

Customer may use those CRL facilities and equipment according to the fees set forth on the attached CRL Facilities and Equipment Fee Schedule (“Fee Schedule”), a copy of which is attached hereto and made a part hereof, and incorporated herein. University through CRL Management reserves the right to modify the fees set forth in the Fee Schedule on September 1 of each year or upon 30 days’ notice to Customer.
CRL Management has the sole authority to schedule and reschedule access to CRL facilities and equipment for all users as needed to accommodate existing research contracts and grants.
Customer understands that funded research contracts and grants officially recognized by University’s Office of Sponsored Projects and performed by University faculty will have priority in CRL access.

Fees.

See Fee Schedule for associated fees.

Customer agrees to fill out a daily log stating the equipment used and duration of usage and provide this usage information to CRL Management upon leaving the CRL each day.
Customer agrees to provide payment within 30 days upon receipt of invoice.
Customer utilization of or consultation with CRL staff must be preapproved by CRL Management on a case-by-case basis and in accordance with the Fee Schedule.

Compliance with all Rules and Regulations.

Customer agrees to abide by all CRL rules and regulations pertaining to the facilities and equipment. In this regard, Customer acknowledges that it has read and understood the CRL Safety Manual and Operating Procedures (“Safety Manual”) and the CRL Rules (“Rules”); and has read, understood, and signed the Agreement to Follow Laboratory Safety Procedures and Release of Liability (“Release”). A copy of the Safety Manual, Rules, and Release are attached to this Agreement, incorporated herein, and made a part hereof. Customer understands that Safety Manual and Rules may be updated or modified periodically by CRL Management. Customer will be given copies of any updated Safety Manual and/or Rules . Customer acknowledges that upon receipt of these updated versions, the revised Safety Manual and/or Rules will supersede any previous versions and that Customer will have the same duties, obligations and responsibilities in regards to this updated version as to the version attached to this Agreement.

Customer also agrees to the following:

a. Customer agrees to attend a safety training tour of the CRL before beginning use of the lab.: b. Customer agrees to attend any additional safety training required by CRL Management.
c. All equipment, facilities, supplies, consumables, chemicals, gasses, or other items provided by Customer must first be reviewed and approved by CRL Management on a case-by-case basis.: d. Any modification of CRL equipment or facilities must first be reviewed and approved by CRL Management on a case-by-case basis.
e. Customer agrees to follow CRL equipment utilization protocols and housekeeping rules.: f. Customer agrees to leave equipment in a condition ready for the next user, in accordance with CRL protocols.

Authorized Uses of Facilities.

CRL facilities may only be used for research and development activities. In no case may Customer offer for sale any device or product manufactured utilizing CRL facilities. If University discovers that Customer has sold, offered for sale, or plans to sell any device or product manufactured utilizing CRL facilities, University has the right to immediately bar Customer access to the CRL facilities and terminate this Agreement per the provisions of Section 6.b.

List of Persons Authorized by Customer to Use the Facilities.

If Customer is a corporation, partnership, proprietorship, or other business or non-profit entity, Customer agrees to furnish CRL Management, upon execution of the Agreement, a list of Customer’s officers, agents or employees authorized to use CRL facilities and equipment on Customer’s behalf (“Customer Users”). Customer understands that persons not on such list will not be permitted to use CRL facilities or equipment on behalf of Customer unless Customer provides written authorization and an updated list reflecting Customer’s authorization of such person(s). All persons authorized to use CRL facilities or equipment on behalf of Customer shall be required to read and comply with the Safety Manual and Rules and shall also be required to read and sign a separate Release before using CRL facilities or equipment. In addition:

Access to the CRL is restricted electronically and the Customer Users using the Lab must obtain a UTD “Comet Card” ID to activate the lock. This lock will record the entry of all users as a method of keeping track of Lab use.
At the conclusion of the Customer’s association with UTD, the “Comet Card” must be terminated and released back to the University.
All Customer Users agree to be photographed or monitored remotely by video or other electronic means when present in the CLR or the CLR vicinity.
Customer Users must follow all parking permit regulations.
Customer shall require all its officers, agents or employees authorized to use CRL facilities and equipment on Customer’s behalf to sign a Release and Indemnification Agreement, attached hereto as Appendix A (“Release”).

Termination.

Either party shall have the right to terminate this Agreement on thirty (30) days’ notice to the other.

University through CRL Management shall have the right to immediately terminate this Agreement and suspend Customer’s use of CRL facilities and equipment in the event:

Customer’s account is more than 30 days past due; or
Customer fails to comply with any of the conditions or rules contained in the CRL Safety Manual, Rules, or Release; or
Customer fails to comply with the terms of this Agreement; or
Customer fails to follow the restrictions on use of the facility described in Section 4; or
Customer fails to comply with relevant University policies, rules or procedures.

Such determination shall be in the sole discretion of CRL Management.

c. The term of this Agreement is for _____ [year(s) or months] from the date set forth in the first paragraph. The parties may, upon mutual written agreement, extend the term of this Agreement by executing an amendment to this Agreement.

Care and Maintenance of Equipment and Facilities.

Customer agrees that in the event it damages any CRL facilities or equipment, Customer will bear the sole financial responsibility for such damage. Determination of damage and repair costs will be established by CRL Management on a case-by-case basis and communicated to Customer in a timely manner. Customer agrees to make payment to University to cover damages and/or repairs within fourteen (14) days of receiving cost estimate from CRL Management.

Insurance.

Customer shall maintain the following insurance policies for at least the specified limits during the term of this Agreement:

Workers' Compensation Insurance with Statutory Limits and Employer's Liability Insurance of $100,000 (one hundred thousand dollars) per accident and employee covering all Customer Users.
Commercial General Liability, including contractual liability, of at least $1,000,000 (one million dollars) per occurrence and in the aggregate.
Customer’s Property Insurance policy shall be endorsed to cover the business personal property contained within the CRL, including machinery and equipment.

The General Liability policy shall name University, the Board of Regents of The University of Texas System ("Board) and their officers and employees as Additional Insureds. A Waiver of Subrogation in favor of University and the Board is required on the Workers' Compensation and Property policies, and thirty (30) day notice of cancellation is required on all policies.

The policies listed above shall be kept in force during the entire term of this Agreement.

Certificates of insurance verifying the foregoing requirements shall be provided to CRL Management prior to obtaining access to the CRL facilities.

Indemnification.

Customer shall also indemnify, defend, and hold harmless CRL Management, University, The University of Texas System, their Regents, officers, agents, and employees on demand for, from, and against any and all losses, liabilities, suits, judgments, obligations, fines, penalties, claims, costs and expenses (including reasonable attorney’s fees) because of (i) Customer’s violation or alleged violation of any federal or state copyright or similar laws; or (ii) personal injury or death to any person or property damage in connection with this Agreement or arising from Customer’s use of the CRL facility.

Personal Property.

Customer, not University, is responsible for loss, theft of, or damage to any personal property of Customer or its authorized users, located within the CRL facility or on University property.

Limitation on Warranties.

UNIVERSITY HEREBY EXPRESSLY DISCLAIMS AND EXCLUDES ALL WARRANTIES CONCERNING CRL EQUIPMENT OR FACILITIES. UNIVERSITY DOES NOT GUARANTEE THE ACCURACY OF ANY TEST RESULTS CUSTOMER MAY OBTAIN FROM USING CRL EQUIPMENT OR FACILITIES. UNIVERSITY DOES NOT GUARANTEE THE PROCESSES, MATERIALS, OR OTHER COMPONENTS CUSTOMER MAY UTILIZE. UNIVERSITY DOES NOT GUARANTEE THAT EQUIPMENT WILL BE FUNCTIONAL AT ALL TIMES. UNIVERSITY DOES NOT GUARANTEE THAT STAFF WILL BE AVAILABLE AT ALL TIMES.

Limitation of Liability.

EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, THE UNIVERSITY SHALL NOT UNDER ANY CIRCUMSTANCES BE LIABLE TO CUSTOMER OR ANY OTHER PARTY FOR (A) PERSONAL INJURY OR PROPERTY DAMAGE; (B) LOST PROFITS, WORK STOPPAGE, LOST DATA, COMPUTER HARDWARE OR SOFTWARE DAMAGE, FAILURE OR MALFUNCTION, OR ANY OTHER SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND; (C) DAMAGES (REGARDLESS OF THEIR NATURE) CAUSED BY CUSTOMER’S FAILURE TO FULFILL ITS RESPONSIBILITIES AS SET FORTH IN THIS AGREEMENT; OR (D) DAMAGES OCCASIONED BY OR CAUSED BY OTHERS BEYOND THE CONTROL OF THE UNIVERSITY. CUSTOMER’S REMEDIES PROVIDED IN THIS AGREEMENT ARE EXCLUSIVE.

General Provisions.

Assignment. This Agreement may not be assigned by Customer without the prior written consent of University.
Force Majeure. University shall not be responsible for any delays or failure to provide access the facilities and equipment due to acts of God, strikes, or other disturbances, war, insurrection, embargoes, governmental restrictions, acts of governments or governmental authorities, or other causes of any kind beyond the control of University.
Governing Law. This Agreement shall be governed by the laws of the state of Texas.
Entire Agreement. This Agreement represents the entire understanding of the parties and may not be modified except by written agreement of the parties and supersedes all prior written and/or oral agreements.
Severability. If any provision of this Agreement is declared void or unenforceable, such provision shall be deemed severed from this Agreement, which shall otherwise remain in full force and effect.
Notices. Each notice, request, approval, or demand given or required to be given or obtained pursuant to this Agreement shall be in writing and shall be deemed sufficiently given if deposited in the United States mail, first class, postage prepaid, and addressed to the address of the intended recipient set forth below or to such other address as such party may designate by notice given pursuant to this section:

If to the University:

For technical matters:

Attention: Robert Wallace

The University of Texas at Dallas

West Campbell Road, RL10

Richardson, TX 75080-3021

Email: rmw031000@utdallas.edu

For contractual matters:

Attention: Calvin Jamison

Senior Vice President for Business Affairs

The University of Texas at Dallas

800 West Campbell Road, AD24

Richardson, TX 75080-3021

and C/C to:

The University of Texas System

Real Estate Office

210 W. 6th

Austin, Texas 78701

Attention: Executive Director

If to the Customer:

_________________________

Attention: _________________

g. Authority. The person(s) signing this Agreement on behalf of Customer represents and warrants to University that he/she/they have the legal authority to sign this Agreement on behalf of Customer and to bind Customer to the covenants and conditions of this Agreement. If the individual/s is/are not so authorized, he/she/they shall be personally liable for Customer’s performance of its obligations under this Agreement.

h. Customer Officers, Agents, and Employees. Customer’s officers, agents and employees shall be bound by the same duties, obligations and responsibilities set forth in this Agreement as Customer.

ATTACHMENTS TO BE INCLUDED:

Release and Indemnification Agreement
CRL Facilities, Equipment & Fee Schedule
CRL Safety Manual

Laboratory Rules(contained in Safety Manual)
Agreement to Follow Laboratory Safety Procedures and Release of Liability(contained in Safety Manual)

CUSTOMER TO FURNISH:

List of Customer’s officers, agents, or employees authorized to use CRL on Customer’s behalf

EXECUTED to be effective as of the date specified in the introductory paragraph above.

BOARD OF REGENTS OF THE UNIVERSITY OF TEXAS SYSTEM

for the use and benefit of THE UNIVERSITY OF TEXAS AT DALLAS

Approved as to Content:

________________________________________________________________________

Calvin Jamison Date

Senior Vice President for Business Affairs

The University of Texas at Dallas

________________________________________________________________________

Robert M. Wallace Date

Director, Clean Room Laboratory

The University of Texas at Dallas

Make Payment to:

The University of Texas at Dallas

send to:

ATTN: Robert M. Wallace

CRL Director

West Campbell Road, RL10

Richardson, TX 75080-3021

Telephone Number: 972-883-6638

Email: rmwallace@utdallas.edu

CUSTOMER

________________________________________________________________________

Signature Date

Printed Name:

Title:

Address:

Telephone Number:

Email Address:

External User Fee Schedule

UTD Clean Room Laboratory Equipment Fee Schedule - Non-Academic Users
1-Nov-07
Minimum time unit: 1 hour
#	Equipment/Service	Unit	External Customer Unit Cost	Set up Fee	Training Fee
1	Access Fee	per month/user	$ 400	$ -	$ -
2	Staff Technician - Consulting	per hour	$ 40	$ -	$ -
3	Staff Technician - Processing	per hour	$ 80	$ -	$ -
4	Staff Professional - Consulting	per hour	$ 80	$ -	$ -
5	Staff Professional - Processing	per hour	$ 160	$ -	$ -
6	Leo Supra 40 SEM	per hour/user	$ 100	$ 100	$ 500
7	Veeco AFM - SPM	per hour/user	$ 100	$ 100	$ 500
8	Hourly fee - general tool use	per hour/user	$ 100	$ -	$ -
9	Laser Writer	per exposure	$ 300	$ 100	$ 500
10	LPCVD Deposition (Staff only)	per run	$ 300	$ 100	$ -
11	Tystar Atm Furnace	per run	$ 300	$ 100	$ 100
12	RTA	per hour/user	$ 150	$ 50	$ 200
13	Oerlikon ICP metal etcher	per hour/user	$ 150	$ 50	$ 200
14	Oerlikon dielectric / DSE etcher	per hour/user	$ 150	$ 50	$ 200

16	General Tool - other than listed above	per tool	$ -	$ -	$ 100

Daily Lab Log

UTD Clean-Room (External Non-Academic User Log)

Customer:	__________________		User Name:	__________________________________

Date:	_________			__________________			________________

Access Fee = $400 / quarter / user


Equipment / Service		Hours 1 hr min	# of Exposures	# of Runs	Set up Y/N	Training Req Y/N	Staff Name

Consulting - Professional
Consulting - Technician
Processing - Professional
Processing - Technician
Leo Supra 40 SEM per hour
Veeco AFM - SPM per hour
General tool use / hour
Laser writer / exposure
LPCVD Dep (staff only) / run
Tystar Atm Furnace / run
RTA / hour / user
Oerlikon metal etcher / hour
Oerlikon diel etcher / hour

CLEAN ROOM USE AGREEMENT

For Industry or Private Business Researcher

External User Fee Schedule

Daily Lab Log

Updated: 2010-09-10