VA TE OFMINISTRY OF HUMAN RESOURCE DEVELOPMENT, GOVERNMENT OF INDIA

THIS AGREEMENT FOR RESEARCH COLLABORATION UNDER IMPACTINGRESEARCH INNOVATIOI{ AND TECHNOLOGY (IMPRINT) SCHEME OF THEMINISTRY OF HUMAN RESOURCE DEVELOPMENT, GOVERI{MENT OFINDlA(hereafter referred to as the "Agreement'") is made on this fifteenth day of June2017

BETWEEN

INDIAN INSTITUTE OF TECHNOLOGY KHARAGP(IR, an academic institute ofnational importance and a statutory body existing under the provisions of the Indian Instituteof Technology (Kharagpur) Act, 1956 having its main campus and administrative office atKharagpur 721302 and represented by its REGISTRAR as its duly authorized representative(hereinafter referred to as "IIT KGp',)

AND

INDIAN INSTITUTB OF TECHNOLOGY ROORKEE, an academic institute ofnational importance and a statutory body exisfing under the provisions of the IndianInstitute of Technology (Roorkee) acto 1961 having its main campus and administrativeoffice at Roorkee 247667 and represented by its DEAN, Sponsored Research andIndustrial Consultancy as its duly authorized representatiye (hereinafter referred to as..IITR")

Unless the context requires a different interpretation the above entities are referred to as the"PARTY" individually or "PARTIES" collectively, and the participating partners except IITKGP shall be refered to as "COLLABORATING INSTITUTES,,.

WHEAREAS:

l.lmpacting Research Innovation and Technology (hereafter refbrred to as IMpRIN'l') is aflagship national initiative undeftal<en by theMinistry of Human Resource Development,Covernrnent of India.

2' IMPRINT aims at addressing and providing solutions to the most relevant engineeringchallenges faced by our nation by translating knowledge into viable products and processes inselected technology domains to enableancl empor,ver the nation fbr inclusive growth and self'-reliance.

rt3. IMPRINT. a first-of--its-kind Pan-llT and IISc joint initiative, that endeavours to develop a

(i) nerv education policy, and (ii) roadmap tbr research to solve maior engineering and

technology challenges in selected domains needed by the country.

4, Ten technologl, domains are identified under IMPRfNT that could substantially impact the

qualit1,.. safety and security of life both in urban and rural arears.

5. The technotogl,domains are earmarked under IMPRINT are (l) Healthcare, (2) Energy (3)

Sustainable Habitat (4) Nano Technology Hardware (5) Water Resource and River Systems

(6) Advanced Materials (7) Infbrr-nation and Communication Technology (8) Manufacturing

(9) Security and Def'ence and (10) Environrnental Science and Climate Change"

6. IMPRiNT, being a multi-disciptinary multi-partner and multi- target oriented national

agenda encompassing alt most all fbremost engineering disciplines, is expected involve the

entire engineering fraternity of the nation including Illl"s, NITs. national academies,

governmental ministries and departments, research organizations, strategic sectors, policy

agencies and industry will join handsand own the collective responsibility"

7. The parties realizing the need of development of life saving health support device in

medical transplantation systems decided to collaborate, pursue research and establish a

,,Development of a cost effective Left Ventricular Assist Device (LVAD) with centrifugal

mechanical circulator. drive system and associated control" and accordingly under the

IMpRINT Scheme the parties subrnitted a proposal under the Domain "'Healthcare" and

Theme "Wearable devices and ernbedded systems"

g. The proposal so submitted has been duly approved and now the Parlies desire to perfbrrn.

carry out and accomplish the research work as set tbrth in the said proposal and more fully

described in Annexure'oA" herein (herealter refbrred to as "'the Research Wc)rk'")

9. The Research Work is consistent with the goal of IMPRINT and in tandem with the

research objectives of the Parties.

NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND MUTUAL

COVENANTS HEREIN CONTAINED, THE PARTIES AGREE AS FOLLOWS:

ARTICLE ISCOPE OF COLLABORATION

1.1 Subject to the provisions of this Agreement, the Parties contemplate, agreeand undertake

to put in best of their endeavour to perfbrm, carry out and accomplish the Research Work to

its futlest possible extent in spirit, essence and tbrrn'

. 1.2 Each of the Parties individually undertakes and agrees to pr-rt in best of its efforts to carry' oLIt and accomplish the specific part of parts of the Research Worl< as may lre assigned to it

b1'mutual agreement between the Parlies.

1.3 The Parties do not represent orwarrantthatthe Research Work or any part it assigned toeach of the Parties will be successful in any way or that any specific results will be obtained.

i.4. Unless changed by specific written notice given by IIT KGP to the other Parties, theconduct of llT KGP's obligations and activities under this Agreement shall be carried outunder the direction and supervision of a team of faculty members consisting of Prof P" K"Das, Prof. S. Sen, Prof. S. Paul, Prof-. A. Roychowdhury. Prof. C" S" Kumar, Prof" I. Ghosh,Prof. A. Mitra, Prof'. S. Maiti and the team so constituted will be headed by Prof" p. K" Das(hereafter refbrred to as the PI).

I.5 Unless changed by specific written notice given by IITR to the other Parlies, the conduct ofIITR's obligations and activities under this Agreement shall be carried out under the directionand supervision of Prof. A. I(. Das (hereafter referred to as the Co-pI)"

1.6 Any research materials of one Party transferred tothe other Party in connection with thisAgreement may only be used for the purpose of the Research Work.

1.7 Unless the Parlies agree otherwise, research materials are to be consideredthe"Confidential Information" of the Party providing them.

l'8 The Parties fiom time to timewill l<eep the other Par-ties infbrmed about the resultsandoutcomesof the work carried out and pertbrmed by it under its obligations through theirpl andCo-PIs,

1'9 If during the course of carrying out the research the Parties consider it advantageous anddesirable to amend and modify the scope of the Research Work tbr Fretter and effectivedeliverable and outcome, after cornplying with norms of the TPRIMT the pafiies parmutually do so by amending Annexure A.

ARTICLE 2

CONFIDENTIAL INFORMATION

2.1 ln this Article Contidential Infbrmation rrleans confldential scientiflc^ business orfinancial data or infbrrnation owned by the Parties which will be clearly marked as such inwriting provided that such information: (a) is not publicly known or available fiom othersources who are not under a contldentiality obligation to the source of the infbrrnation (b) isnot already known by or available to the receiving party without a confldentiality obligationand (c) is not independently developed by the receiving party.

2.2Each of the Parties'acceptance and use of any confidential intbrmation supplied by the

other Party in the course of the Research Work will be subject to the fbllowing: (a) to be

considered Confidential Information, all written infonnation must be rnarked or designated in

rvriting as CONFIDENTIAL by the party providing the infbrmation, and oral

communicarions must be reduced to rvriting within thirty (30) days of the initial

communication of the information and such writing must be marked or designated in writing

as CONFIDENTIAL and provided to the other Party's PI or Co-PIs, as the case may be"

2.3 The PI and the Co-PIs will use reasonable eflorts to limit the exchange of Confldential

Information.

2.4 Where the PI or Co-PIs does accept such infbrmation as confidential, he agrees to use the

same degree of care to prevent the unauthorized use of the Confldential Infbrrration" as the

Party supplying would have reasonably taken to prevent its unauthorized use,

2.5'Ihe obligations under this Arlicle shall expire five (5) years afier the termination or

expiration of this Agreement.

ARTICLE 3

ACADEMIC FREEDOM AND PUBLICATION

3,l Nothing inthis Agreementwill be construedto limitthe freedom of Parties or its fuculty

members and researchers from engaging in similar research made under other grants,

contracts, or research agreements.

3.2 As a matter of basic aoademic lieedom, the Parties and their tacLrlty members and

researchers includingthe faculty members participating in the Research Work retain the right

to publish freely any results of the Research Work provided such publication does not det'eat

the securing of intellectual property generated through the research.

ARTICLE 4

FI.INDING AND ACCOUNTING

4.1 IIT Kanpur being the National Co-ordinator of project IMPRINT, shall be disbursing

funds received by it from MHRD and participating Department/Ministry to IIT KGP. IITKGP will then disburse the proportionate amounts of funds received to each Collaborating

Institute.

4.2 Each Collaborating Institute shall have to furnish the LJtilization Certitlcate (LJC) fbr

the funds received before claiming subsequent release of funds. II'l KCP shall have the right

to ask Collaborating Institute fbr the Audited UC statement trom Chanered Accountant, the

statement of worl< done as per milestone and also technical progress. IIT KCP may also take

all such requisite steps as rnay be required to monitor the expenditure thus incurred.

4.3 The total amount to be paid to IITR fbr the specitic project is Rs,20,00,000' respectively. The details of the payment schedule along with the deliverables is annexed

herer.vith and rnarked as "Annexure A"

ARTICLB 5

INTELLECTUAL PROPERTY

5.1 Alt intellectual properties conceived, discovered and reduced to practice by the Parties in

accomplishing the Research Work or as an outcome of the Research Work shall be jointly

owned by the Institutes, each holding therein equal share.

5"2 The lnstitLrtes as joint-licensors or joint-assignors may commercially or otherwise exploitthe intellectual property so generated by granting appropriate Iicenses or assignments to third

parties but the Institutes individually retain no right to grant any license or assignment ofwhatsoever nature. The terms and conditions of such license or transt.er shall be decided upon

mutually agreeable provisions set ollt in a separate agreement"

5.3 Except to the limited extent required tbr carrying out each of the Parties obligations under

this Agreement, none of the Parties receives any right, title, and interest in the intellectual

propefty provided to it by the other Party.

ARTICLE 6

INDEMNITY

6" I In this Arlicle "Claim" includes but is not limited to every phase of any lawsLrit, loss,

claim, damage or liability fbr death" illness or personal injury of any person (includingemployees of the Pafties), property darnage, and/or fbr infiingement of intellectr.ral propefiy

rights of a third party. Each of the Parties herein hereby waives any such Claim against the

other Party.

6.2 Each party agrees to indemnity. defbnd, and hold harmless the other Party, and their

employees, agents, researchers and students trom any Claim arising out of or connected with

this Agreement or the work done under this Agreement, except to the extent such Clairn is

due to their negligence or wilful misconduct.

ARTICLE 7REPRESENTATIONS AND WARRANTIES

7.1 THE PARTIES ACKNOWLEDGE AND AGREE THAT ALL THE PARTIES HEREINARE ACADEMIC AND RESEARCH INSTITUTIONS AND THAT THERESEARCHWORK IS OF AN EXPEzuMENTAL NATUR-E AND THEREFORE WITH REGARD TOANY RESULTS OF THE RESEARCH WORK THE PARTIES MAKE NOWARRANTIES, EXPRESS OR IMPLIED.

7.2 THE PARTIES SHALL NOT BE I-IABLH FOR ANY DIRECT. CONSEQLJENTIAL,

OR OTHER DAMAGES SUFFERED BY THE OTHER PARTY.

ARTICLE 8

TERM AND TERMINATION

8.1 This Agreement will remain in effect for ---------- tiom the date flrst written above

unless terminated sooner or extended in writing signed by the parties in accordance with this

Agreement

8.2 This Agreement can only terminated by mutual consent and concurrence.

ARTICLE 9

DISPUTE RESOLUTION

9.1 Any disagreement/ difference of opinion/ dispute between the Parties regarding the

interpretation of the provisions of this Agreement or othenvise arising fiorn this Agreement

and the activities undertaken under this Agreement shall be resolved by mutual conciliation

of the Directors of the Parties.

9.2If any dispute remaining unresolved after conciliation as aforesaid, the said dispute shall

be resolved by a sole arbitrator appointed by the Directors of the Parties

9.3 The arbitration shall be conducted under the provisions of the Arbitration and

Conciliation Act, 1996 or any statutory modification / re-enactment thereof

9.4 The place of arbitration shall be Kolkata and the proceedings shall be conducted in

English language.

9.5 The award of the arbitrator shall be binding on the Parlies.

ARTICLE 10

GOVERNING LAW

This Agreement shall be construed, interpreted, and govemed by the laws of India.

ARTICLE 11

ENTIRE AGREEMENT

This Agreement sets forrh the complete agreement of the Parties concerning the subject

matter hereof-, No claimed oral agreement in respect thereto shall be considered as any pafi

hereof.

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