R2020-156 Resolution Authorizing Sponsored Research Agreement with the Board of Trustees of the University of Illinois for Hydrologic, Sediment and Nutrient Monitoring Upper Sangamon River Watershed

Home Browse Search

3.1. TERM. This Agreement is effective on .11/1/2020 ("Effective Date") and will terminate on 10/31/2021 unless sooner terminated in accordance with this Section 3 ("Term"). The Parties may extend the Term by written amendment. 3.2. TERMINATION FOR CONVENIENCE. Either Party may terminate this Agreement for convenience by providing 60 days'advance written notice to the other Party. 3.3. TERMINATION FOR BREACH. Upon 'material breach, the aggrieved Party may terminate this Agreement provided that the breaching Party fails to cure the breach within 30 days after receipt of written notice.This remedy is in addition to any other remedies available at law. 3.4. IMMEDIATE TERMINATION. Either Party may terminate this Agreement effective immediately upon notice to the other if: (a)the Parties cannot agree on an acceptable successor Principal Investigator, (b) SPONSOR has been declared insolvent, ceases (or threatens to cease) to carry on its business; or an administrator or receiver has been appointed over all or part of its assets; (c)SPONSOR's failure to pay promptly;or(d)either Party is debarred or excluded from participating in any government program. 3.5. EFFECT OF TERMINATION. If SPONSOR terminates this Agreement for convenience, SPONSOR will pay for all Research Costs incurred through the date of termination, including all non-cancelable obligations, even though the obligations may extend beyond the termination date. For any other termination, SPONSOR will pay UNIVERSITY for all Research Costs incurred through the termination date.Termination will not affect the Parties'rights and obligations accrued prior to termination. 4.0. CONFIDENTIAL INFORMATION 4.1. CONFIDENTIALITY OBLIGATION. Each Party will advise its employees to use reasonable efforts to hold in confidence all proprietary infor on received from the other Party in connection with the Research that the disclosing Party intends to remain secret from third parties on the grounds that its disclosure would either cause the disclosing Party competitive harm or waive a privilege granted by law ("Confidential Information"); provided, however, that each Party may share Confidential Information with third parties to the extent necessaryo perform the Research under terms consistent with this Agreement. For written disclosures, the Party disclosing Confidential Information will mark the information "Confidential" at the time of disclosure. For oral or visual disclosures, the Party disclosing Confidential Information will designate the information "Confidential" at the time of disclosure and confirm such designation in writing to the other Party no later than 30 days after disclosure. Except as provided in Section 6.2, each Party's obligation of confidentiality shall extend for three years from disclosure and shall not apply to information that:(a)was in recipient's possession on a non-confidential basis prior to receipt from disclosing Party; (b)is in the public domain or is general or public knowledge prior to disclosure, or after disclosure, enters the public domain or becomes general or public knowledge through no fault of recipient; (c) is properly obtained by recipient from a third party not known to be under a confidentiality obligation to disclosing Party; (d) is explicitly approved for release by written authorization of disclosing Party; (e) is or has been developed by recipient independent of recipient's access to disclosing Party's Confidential Information; or(f) is required by law or court order to be disclosed. In no event will either Party be in breach of this Agreement for its good faith compliance with applicable law. 4.2. RESPONSE TO INFORMATION REQUESTS. If UNIVERSITY receives a request under the Illinois Freedom of Information Act or a request by legal process or administrative order to disclose Confidential SPA Form Updated 06012018 Page 3 of 9