Terms & Conditions

 

BrightFocus Terms and Conditions of Grant Awards Template last updated March 2023.

 

WHEREAS, BrightFocus awards grants for basic research on the causes of and treatments for Alzheimer’s disease, Macular Degeneration, and Glaucoma.  Its programs include Alzheimer’s Disease Research, Macular Degeneration Research, and National Glaucoma Research.

The parties agree as follows:

DEFINITIONS AND ABBREVIATIONS

Definitions set forth in this section “Definitions and Abbreviations,” in addition to any definitions integrated in the text of this Grant Agreement, apply to all portions of this Grant Agreement unless explicitly stated otherwise.

ADR: Alzheimer’s Disease Research, a program of the BrightFocus Foundation.

Grantee Institution: the Grantee Institution named above along with, as the case may be, its successors and permitted assigns.

Grantee Institution IP Policy: the written intellectual property policy established by Grantee Institution which sets forth procedural and legal provisions for technology transfer, protecting and maintaining property, electing to hold title to property, permitting inventors to take title to Property, and a formula for allocation of any monetary or equitable proceeds derived from Property between inventors, support for inventors’ research efforts, and other entities, as in effect at Grantee Institution at the relevant time.

Grant Term: the term of this Agreement shall include the Initial Grant Term identified in the Grant Information Summary chart above (start and end dates inclusive), plus the duration and start and end dates of any one or more contiguous approved No Cost Extension(s), unless earlier terminated in accordance with the provisions of this Grant Agreement.  Signature dates will have no impact on the length of Grant Term.  In the event that, prior to completion of the Initial Grant Term, this Grant Agreement is transferred in its entirety from Grantee Institution to an Assignee pursuant to section [20] (a) “Original Term” shall refer to the portion of the Initial Grant Term commencing with the start date and ending on the day prior to the date of assignment to the Assignee; and (b) “Transferee Term” shall refer to the portion of the Initial Grant Term commencing with the date of assignment to the Assignee and ending on the end date of Initial Grant Term plus the duration and first and end dates of any one or more contiguous approved No Cost Extension(s), unless earlier terminated in accordance with the provisions of this Grant Agreement.

Invention: any invention or discovery which is or may be patentable or otherwise protectable under Title 35 of the United States Code.

MDR: Macular Degeneration Research, a program of The BrightFocus Foundation.

NGR: National Glaucoma Research, a program of The BrightFocus Foundation.

No Cost Extension (NCE): an extension of Initial Grant Term, at BrightFocus sole discretion and in writing, to expend unused Grant Funds or allow for completion of proposed research under Specific Aims.  

Official Written Correspondence: written or electronically delivered communications reasonably understood to have originated from an identifiable individual representing either Grantee Institution or BrightFocus, or their agents, including the PI as applicable.  Such communications may be by written letter delivered through the postal system, or electronic representations of such communications provided as images bearing a facsimile of the sender’s signature.

Patent Right: any and all of the legal rights existing or that come into existence under the law of any jurisdiction in the world or any treaty, whether or not filed, perfected, registered, recorded, or otherwise, including without limitation: (a) issued or granted patents; (b) patent applications, including all applications and filings made pursuant to the Patent Cooperation Treaties (PCTs), provisional applications, nonprovisional applications, substitutions, continuations, continuations-in-part, divisionals and renewals, and all letters of patent granted with respect to any of the foregoing; (c) patents of addition, restorations, extensions, supplementary protection certificates, registration or confirmation patents, patents resulting from post-grant proceedings, reissues and re-examinations; and (d) any foreign counterparts corresponding to any of the foregoing.

Principal Investigator (“PI”):  the individual designated as the lead researcher whose name appears as PI for the BrightFocus grant application, unless otherwise approved by BrightFocus in accordance with section [15]. This person shall also serve as the primary contact for all communications regarding this BrightFocus grant.

Research Materials: those research tools, biological or non-biological materials, and informational resources which aid performance of scientific or technical research or development, including, without limitation, cell lines, clones and transgenic animals; genes, proteins, antibodies and other bio-molecular entities; chemical substances, chemical targets and models, and chemical libraries; molecular probes, primers and labels; computer software; and data, such as sequence data, structural data, and clinical or pre-clinical data, created or developed in the course of performing the Supported Project.

Reagent: a product used, by virtue of its mechanical, chemical or biological activity, to detect, measure, examine, analyze, or produce other products (e.g., recombinant DNA clones, cultured cell lines, hybridoma cell lines, mutant or unique organisms, software, or equipment) created or developed in the course of performing the Supported Project.  

Research Misconduct: an act of falsification, fabrication, or plagiarism of data or results, or the omission of material data or results that occurs during the application process, performance of the research related to Specific Aims, or reporting of performance of research related to Specific Aims.

Specific Aims: the scientific aims of the research funded by the Grant Agreement that is defined by the PI and reflected in the Grant Agreement. 

Sub-Grant: defined in section [20].

Subject Invention: an Invention falling within the definition of Subject Property. 

Subject Invention Patent: a Patent Right claiming a Subject Invention. 

Subject Property: Subject Invention, know-how or other right, including Research Materials and Reagents, whether or not patented or patentable, copyrighted or copyrightable, or confidential or non-confidential, created or developed in the course of performing the Supported Project.

Supported Project: The work that is funded by the Grant Agreement in support of or in furtherance of the Specific Aims.

CONDITIONS OF FUNDING

[1] Funding Restrictions

BrightFocus will fund grants for research at non-profit, for-profit, government and academic organizations or institutions, as long as they abide by applicable US laws and other conditions listed in this Agreement.  Grantee Institution shall submit evidence of its tax-exempt status to BrightFocus prior to the distribution of any Grant Funds including but not limited to, a tax determination from the Internal Revenue Service or for foreign Grantee Institutions a determination of tax-exempt or nonprofit status from their country of origin or where established.

Grant Funds shall be distributed to Grantee Institution and not to individual PIs. All Grant Funds must be used exclusively for research and research equipment not for overhead, capital expenditures, administrative costs or other peripheral costs, except where BrightFocus, in its sole discretion and in writing, may make an exception for costs associated with the publication of the results of the BrightFocus sponsored research in academic journals, or for costs associated with participation in academic conferences.   

Grant Funds may pay for all or a portion of the salary of PI provided the salary request is justified in the grant application and is in accordance with rules specified in the application guidelines.  Acceptance of these terms and conditions shall constitute an affirmation that PI is of the professional rank or status required by the application guidelines.

[2] Discontinuation of Grant Funding and Termination of Grant Agreement

Although BrightFocus has committed Grant Funds for the Grant Term, BrightFocus reserves the right to terminate the Grant Agreement at any time prior to the end of the Grant Term under the circumstances set forth in this Grant Agreement.  Grantee Institution may terminate the Grant Agreement upon thirty (30) days prior written notice to BrightFocus.  In the event of termination, no further payments of Grant Funds will be advanced to Grantee Institution. If this Grant Agreement is terminated by either party for any reason other than Grantee Institution’s material breach of this Agreement, Grantee Institution is entitled to full payment for all non-cancelable commitments associated with the BrightFocus-approved budget line items incurred by Grantee Institution (if they are in excess of the funds already paid), as of the effective date of the termination, except to the extent otherwise set forth in this Grant Agreement. Non-cancelable commitments include but are not limited to, all costs associated with a graduate student’s appointment within a given academic year.

[3] Compliance

3.1 Grantee Institution and PI represent and warrant that it is in compliance with and will comply with all federal, state/provincial and local laws and regulations applicable to it in the performance of activities under this Agreement.

3.2 Anti-Terrorism Compliance  Grantee Institution and PI represent and warrant that each will use the Grant Funds in compliance with all applicable anti-terrorist financing and asset control laws, regulations, rules and executive orders, including but not limited to, the USA Patriot Act of 2001 and Executive Order 13224, or foreign equivalent.

Any violation of this representation is grounds for immediate termination of the Grant Agreement by BrightFocus and return to BrightFocus of all funds advanced to the Grantee Institution, in BrightFocus’ sole discretion.

In the event of termination for the reasons set forth in this section [3], Grantee Institution shall reimburse BrightFocus for all Grant Funds advanced to Grantee Institution under this Agreement.  Grantee Institution shall be required to reimburse BrightFocus for all reasonable documented costs incurred by BrightFocus in obtaining the return of the Grant Funds, including but not limited to, reasonable attorney's fees, except as prohibited by applicable state law.

Any PI who violates this section will be prohibited from seeking future funding from BrightFocus.
Any Grantee Institution who violates this section may, at the sole discretion of BrightFocus, be prohibited from seeking future funding from BrightFocus.

[4] Research Misconduct

Grantee Institution shall have in place adequate controls and systems for assuring the quality and integrity of research carried out under the supervision of PI so that Research Misconduct shall be prevented, and if not prevented, the conduct shall be detected and terminated forthwith, and Grantee Institution shall notify BrightFocus of such detection and termination. Grantee Institution shall have effective mechanisms for identifying Research Misconduct and shall have clearly publicized rules and procedures for investigating allegations of Research Misconduct.

In the event that Principal Investigator, his/her research team, or other staff is reasonably determined by Grantee Institution, or by an independent institution inquiry, to have been found to have engaged in Research Misconduct, BrightFocus holds the right to terminate any funding authorized by this Grant Agreement to that PI, research team, or staff member, in its sole discretion. Any such termination of the Agreement by BrightFocus may be made regardless of whether the perpetrator of the Research Misconduct was the named PI or any person under the supervision of PI, including but not limited to students, trainees and employees.  If the perpetrator of the Research Misconduct is a collaborator or person under the supervision of a collaborator named on the BrightFocus grant application, termination may be made only if the Research Misconduct is directly related to the Specific Aims of the Grant.

Unless otherwise directed by BrightFocus, termination of the Grant Agreement due to Research Misconduct shall require the return of all Grant Funds authorized under this Grant Agreement and advanced to Grantee Institution hereunder. In the event of termination for the reasons set forth in this section [4], Grantee Institution shall reimburse BrightFocus for all Grant Funds advanced to Grantee Institution under this Agreement. Grantee Institution shall be required to reimburse BrightFocus for all reasonable documented costs incurred by BrightFocus in obtaining the return of the Grant Funds, including but not limited to, reasonable attorney's fees, except as prohibited by applicable state law.

The interest of BrightFocus in any grant awarded shall be understood to persist indefinitely following the expiration of the Initial Grant Term and any NCE.  Should Research Misconduct be reasonably determined by BrightFocus or by an independent Institution inquiry to have occurred in relation to this BrightFocus grant after termination of the grant, BrightFocus shall have the right to demand, and Grantee Institution shall return, all Grant Funds advanced to Grantee Institution under this Grant Agreement and the reimbursement of all reasonable costs incurred by BrightFocus in obtaining the return of the Grant Funds, including but not limited to, reasonable attorney's fees, except as prohibited by applicable state law.  Grantee Institution will reasonably cooperate in investigating all such inquiries into Research Misconduct, whether initiated internally, by BrightFocus, or by an independent entity.

BrightFocus may, in its discretion, decline the application of, and prohibit any PI found to have been guilty of, Research Misconduct from seeking future grant funding from BrightFocus.

[5] Overlapping Grant Awards

“Overlapping Grant Awards” is the receipt of grant funding from a source other than BrightFocus for the Supported Project.

The Grantee Institution and PI expressly accept this Grant on the condition that BrightFocus is the exclusive financial supporter of the Supported Project during the term of the Agreement and no Overlapping Grant Awards have been accepted... Any amendment to this requirement must be approved by BrightFocus, at its sole discretion, with a written agreement.  If either the PI or Grantee Institution learns of a potential or actual Overlapping Grant Award during or after the term of the Agreement that is not the subject of such amendment, PI and Grantee Institution are required to notify BrightFocus immediately.

All occurrences or anticipated occurrences of Overlapping Grant Awards must be reported immediately to BrightFocus. Grantee Institution shall have thirty (30) days from the report of the overlap to remedy the overlap. Failure of Grantee Institution to report or satisfactorily remedy the occurrence of overlap between the BrightFocus Grant and the funding of another organization will result, at the discretion of BrightFocus, in termination of the award, and/or the return of the overlapping proportion of monies awarded by BrightFocus to Grantee Institution up to and including the full value of the BrightFocus award. 

In the event of termination for the reasons set forth in this Section [5], Grantee Institution shall be required to reimburse BrightFocus for all reasonable costs incurred by BrightFocus in obtaining the return of the Overlapping Grant Award funds. In the event of termination for the reasons set forth in this section, Grantee Institution shall take the initiative to reimburse BrightFocus for the return of the Grant award funds so that BrightFocus can avoid incurring attorney's fees for the recovery of such funds.

[6] Use of Human Subjects or Vertebrate Animals for Research

Research projects involving human subjects and/or vertebrate animals must at a minimum comply with all rules and regulations for United States of America federal government funding including all rules and regulations developed by the National Institutes of Health.  If the proposed research will involve the use of human or vertebrate animal subjects, the appropriate committee of Grantee Institution shall provide BrightFocus with a signed release to demonstrate approval of the proposed research protocol(s) before Grant Funds are released.

If the project is to be funded through an award to a foreign institution or through an individual fellowship award that will support activities at a foreign institution, Grantee Institution shall provide a certification that the activities will be conducted in accordance with all applicable local laws and regulations in the foreign country. Such foreign protocols must meet or exceed standards required for United States of America federal government funding for research projects.

[7] Indemnity and Liability

Solely to the extent that Grantee Institution is authorized by its state laws and constitution, as applicable, Grantee Institution agrees to indemnify BrightFocus, its officers, directors, employees, agents, successors and assigns (the “Indemnitees”) from any loss, liability, damage, cost or expense including reasonable attorneys' and accountants' fees, suffered by an Indemnitee to the extent arising out of third party claims made against it due to activities of Grantee Institution, PI or its representatives relating to this Grant Agreement, the Supported Project or to Subject Property, and involving (a) PI’s or Grantee Institution's use, planned use, and/or proposed use, at any time, of human or animal subjects, whether alive or dead, including, but not limited to in clinical trials; (b) scientific experimentation; (c) personal injury, bodily injury, or property damage; (d) Grantee Institution's negligence or willful misconduct in the conduct of activities hereunder or (e) the breach by Grantee Institution of any of its representations or covenants contained in this Grant Agreement, including Appendix 1, BrightFocus Foundation Release of Grant Information.

Grantee Institution will maintain insurance coverage with policy limits sufficient to cover the aforesaid indemnity obligations and scope of activities contemplated in this Grant Agreement during the Grant Term and for a period of five (5) years following expiration of the Grant Term. Grantee Institution will, at the reasonable request of BrightFocus, provide BrightFocus with evidence of such insurance coverage.  Alternatively, in the event that Grantee Institution is self-insured, Grantee Institution will self-insure with amounts sufficient to cover the aforesaid indemnity obligations and scope of activities contemplated in this Grant Agreement.

Each party shall be responsible for its own negligent acts and/or willful misconduct, and any loss, liability, damage, cost or expenses resulting therefrom, and shall not be responsible for the acts of the other party.  Each party will assume all risks and liability to itself, its agents, or employees for any injury to persons or property to the extent such negligent acts or willful misconduct results from its own acts and/or the acts of its agents or employees performing under this Grant Agreement.

[8] Sharing of Reagents

Reagents and Research Materials must be made available to qualified investigators when reasonably requested following the publication of reports using or describing the Reagents, subject to agreement on reasonable and customary terms consistent with scientific custom.

Unpublished Reagents shall be treated as described in section 11.7 (Reservation of Rights for Research Purposes) related to Intellectual Property.

[9] Public Education

Grantee Institution agrees to the publication of information, including the title of the project, the name and institutional affiliation of PI, the amount of the award and the non-technical project summary.The non-technical summary shall not contain confidential information.

[10] Release of Grant Information Statement

The terms of this Grant and any information provided by Grantee Institution or PI that is explicitly marked non-confidential as provided for in Appendix 1 BrightFocus Foundation Release of Grant Information shall be considered available to BrightFocus for purposes of public education or marketing without further consultation with PI or Grantee Institution.

[11] Intellectual Property

11.1 Grantee Institution IP Policy
Grantee Institution represents that it has a Grantee Institution IP Policy, and further represents that a written copy of such Grantee Institution IP Policy has been submitted to BrightFocus prior to execution of this Agreement. Grantee Institution agrees that it will continue to have a Grantee Institution IP Policy during the Term of the Grant Agreement and that it will promptly notify BrightFocus of, including a copy of, any amendments to its Grantee Institution IP Policy relevant to this Agreement.

Grantee Institution will (a) ensure that all employees employed to conduct research under this Grant Agreement are obligated to assign, or have assigned, all Subject Property to Grantee Institution; (b) ensure that any non-employee engaged to conduct research under the Grant Agreement is obligated to assign, or have assigned, all Subject Property to Grantee Institution; (c) ensure that any non-employee hired to create a copyrightable work under the Grant Agreement enter into a work-for-hire agreement prior to creating said work; and (d) take any additional measures necessary to hold all rights required to issue licenses to third parties regarding or otherwise commercialize Subject Property.

11.2  Reporting Provisions; Confidentiality
Grantee Institution will promptly and fully disclose in writing to BrightFocus any and all Subject Inventions for which invention disclosures are made to Grantee Institution in accordance with its Grantee Institution IP Policy, and in any event prior to public disclosure of any such Subject Invention.  Such disclosures of Subject Inventions (“Disclosure Notices”) will be sent to BrightFocus as specified in section [26] of this Agreement.

Grantee Institution will provide BrightFocus with a written report at least once a year during the Grant Term which summarizes patent activity (including newly filed applications and granted patents) related to a Subject Invention. Notwithstanding the above, in the event that Grantee Institution decides not to seek patent or other statutory protection for a Subject Invention, Grantee Institution shall notify BrightFocus in accordance with section [26] of this Agreement.  In the event Grantee Institution desires to transfer title to any Subject Invention or Subject Invention Patent to any of the inventors thereof or to any third party, Grantee Institution shall notify BrightFocus in writing and obtain Bright-Focus’ prior written consent, such consent to not be unreasonably withheld or delayed.
In addition to the foregoing, Grantee Institution and PI will provide BrightFocus with reports of all other Subject Property (i.e., Subject Property which is not a Subject Invention) as part of its obligation to submit Scientific Progress Report through the online application portal at ProposalCentral (https://proposalcentral.com).

Grantee Institution and PI will retain data, documents, notebooks, and electronic information relating to research, development, and legal protection of Subject Inventions for a minimum of three (3) years following expiration of the Grant Term, and otherwise as reasonably required to support efforts to obtain and maintain protection of relevant intellectual property. Such records shall include without limitation laboratory records and communications, records and communications relating to patent or copyright prosecution, non-disclosure agreements, and material transfer agreements and communications.

11.3 Right of Notice of Opportunity 
Grantee Institution agrees and PI acknowledges that the funding and other support provided in good faith by BrightFocus under this Agreement furthers the research related to the Supported Project.  BrightFocus has a continued interest in remaining informed of the progress of the Supported Project and of opportunities, specifically, to provideadditional support in the form of direct investment in commercial ventures, additional grants, or supplemental expertise related to the Supported Project, including Commercial Use as defined in Section 11.5.  As such, Grantee Institution shall notify BrightFocus related to opportunities for additional support, which directly or indirectly encompass in whole or in part any research funded by the BrightFocus Grant (“Opportunity”).

In the event that Grantee Institution and/or PI receives a valid business offer for an Opportunity, which may reasonably lead to Commercial Use or which may reasonably lead to Grantee Institution and/or PI receiving funding from a third party, Grantee Institution shall provide timely written notice of such offer to BrightFocus to grant it an opportunity.

The written notice shall include: a) the identity of the party or parties; and b) the material financial and other terms of an opportunity for BrightFocus to grant additional support (“Material Terms”). The written notice may, at the discretion of the Grantee Institution or the third party in the Opportunity, constitute an offer, subject to contract, by Grantee Institution to enter an agreement with BrightFocus on the Material Terms which shall be irrevocable during the period of thirty (30) days following BrightFocus’ receipt of the written notice.  BrightFocus may accept the offer set out in the proposed offer, at any time prior to the end of the thirty (30) day period.
The rights and obligations set out in this Right of Notice of Opportunity shall endure for a period of fifteen (15) years commencing on the Effective Date of the Grant Agreement.

11.4 Conflict with Other Funding Organizations
Grantee Institution agrees that it will not undertake any future commitment to another entity that is inconsistent with or in derogation of its obligations under this Agreement.

11.5 Commercial Use
Grantee Institution is required to use reasonable efforts to advance the sale, license, lease, export, transfer or other distribution of Research Materials to a  third party for financial consideration and/or the use of Research Materials (a) to provide a service to a third party on a fee-for-service basis, including any testing service; or (b) to produce or manufacture products for general sale or products for use in the manufacture of products ultimately intended for general sale on a fee for service basis (“Commercial Use”). Grantee Institution’s pursuit of Commercial Use of the Subject Property must be on commercially reasonable terms consistent with providing public access and public benefit.  Such terms shall not be exclusive or otherwise limited in a manner that would prevent compliance with Section 11.7.

11.6 Trademarks
In an effort to give BrightFocus public acknowledgement for its role in funding scientific research and supporting the creation of Subject Property under the grant, in any public disclosure of the grant results, Grantee Institution and PI will ensure that they, and those acting on their behalf (a) exhibit BrightFocus’ logo on posters and presentations presenting Subject Property; (b) include in publications of Subject Property the statement: “Acknowledgement is made to the donors of [Alzheimer's Disease Research, Macular Degeneration Research, or National Glaucoma Research], a program of BrightFocus Foundation, for support of this research.”; and c) include on laboratory websites a link to a BrightFocus’ URL as follows:

• Alzheimer's Disease Research: https://www.brightfocus.org/alzheimers/
• Macular Degeneration Research: https://www.brightfocus.org/macular/
• National Glaucoma Research: https://www.brightfocus.org/glaucoma/

BrightFocus’ trademarks and logo shall be exhibited in the manner shown in the .jpg file found at the following URL: https://science.brightfocus.org/sites/default/files/2022-04/color_transparent%20logo.png

11.7 Reservation of Rights for Research Purposes
Notwithstanding other sections of this Agreement, Grantee Institution agrees that it will, in all relevant agreements with third parties, reserve the right for Grantee Institution, its wholly-owned subsidiaries, and all other not-for-profit persons, to use the Subject Property, including Research Materials and Reagents,for internal, non-clinical, teaching, education and basic research purposes.  Grantee Institution agrees, and PI acknowledges, that Grantee Institution will, upon reasonable request, provide Subject Property to not-for-profit third parties for use within such retained rights on a nonexclusive basis subject to agreement on reasonable and customary terms consistent with scientific custom.  BrightFocus reserves the right to request that Grantee Institution and/or PI consent to making Subject Property available to a third party pursuant to this paragraph, subject to agreement on reasonable and customary terms, which consent shall not be unreasonably withheld.

11.8 Transfer of Rights
In the event that the title holder to a Subject Property is not Grantee Institution, or in the event that the title holder to a Subject Property ceases to be Grantee Institution due to Grantee Institution IP Policy, or due to a transfer of title from Grantee Institution undertaken pursuant to this Agreement, Grantee Institution will obtain from any such title holder a written agreement to be bound by this Agreement, and will immediately provide a copy of such written agreement to BrightFocus. Upon receipt of a copy of such written agreement, BrightFocus will accept the title holder as a substitute for Grantee Institution with respect to all rights and obligations under this Agreement. Grantee Institution agrees that any attempted transfer of title without express agreement by the title holder to be bound by this Agreement will be void and without effect.

11.9 Survival
The terms of this Section 11 shall survive termination of the Grant Agreement, and shall survive expiration of the Grant Term.

[12] Publications

All publications resulting from research under this Agreement shall give the following or similar credit: Acknowledgement is made to the donors of the XXX, a program of the BrightFocus Foundation, for support of this research. XXX is understood to represent the program through which the grant is made (i.e., XXX=ADR, MDR, or NGR) and the BrightFocus Grant Submission Number.

Grantee Institution should make good faith efforts to include the BrightFocus logo when BrightFocus-supported studies are represented in public through communications and media wherein the logos of sponsoring agencies are traditionally depicted (e.g., slide presentations, poster presentations, study enrollment fliers, etc.).  A copy of the BrightFocus logo may be downloaded from the BrightFocus website, and is currently maintained at https://science.brightfocus.org

Additional acknowledgement should be given to any grant made in a memorial or honor of a named person.  Notification of such memorials or honors shall be made to PI and Grantee Institution by Official Written Correspondence (including BrightFocus Grant Submission Number) from BrightFocus.

For all scientific publications of work supported by BrightFocus, PI is responsible for informing BrightFocus within two weeks of notification of an editorial decision to accept a manuscript for publication. Manuscripts posted on a pre-print database, such as BioRxiv or similar platform, shall be provided by a hyperlink at the time of posting. Reprints of subsequent publications acknowledging support of BrightFocus shall be submitted to the BrightFocus Scientific Affairs Department as they become available.

[13] Publicity

PI agrees to participate as reasonably requested in targeted promotional activities including media interviews, social media, and videos related to this Agreement.  Participation of Grantee Institution in such publicity shall be governed by Grantee Institution policy. Grantee Institution representatives other than PI shall only be reimbursed for reasonable expenses at the sole discretion of BrightFocus.

[14] Renewals

All requests for renewal of BrightFocus support shall be made by submission of a new application.

[15] Budget Guidelines, Revisions, and No Cost Extensions

The budget may not contain administrative overhead or indirect costs, and should be prepared in US dollars.
The transfer of more than ten (10) percent of the annual Grant Funds from one budget category to another requires written approval from BrightFocus.  Requests for such transfers must be made through Official Written Correspondence, provide justification for the proposed transfer, and BrightFocus will provide access to edit project budget in [ProposalCentral (https://proposalcentral.com/default.asp)].

In the event that there is more than fifteen (15) percent of the total Grant Funds remaining in the grant account at the end of the Grant Term, Grantee Institution or PI may request permission to extend the Grant Term for a period not to exceed one year with no increase in funding.  Requests for such NCE must be made through Official Written Correspondence before the expiration of the Grant Term.

If a request for a NCE is approved for an extension period greater than three months, an Interim Scientific Progress and Interim Financial Report as described below shall be required within sixty (60) days following the original termination date for the award.  A Final Financial Report and Final Scientific Progress Report as described below shall be required within sixty (60) days following termination of the approved NCE.

[16]  Transfer of Grants Between Institutions or to a Different PI

16.1 Transfer of Grant Between Different Institutions
In the event that PI transfers to another university or research facility and wishes to transfer the research and animals, supplies, equipment and other materials purchased with Grant Funds, PI must submit a formal request through Official Written Correspondence to BrightFocus. Requests must be accompanied by a letter from the new institution, such letter a) documenting PI’s new title, date of hire, and available resources; b) stating that the new institution has read and agreed to the terms and conditions of this Grant Agreement; c) providing, where appropriate, copies of animal or human subject protocols; and d) providing necessary banking information for future payments of Grant Funds. The request must also be accompanied by a ready-for-signature draft of an Assignment pursuant to section [20].  If the transfer is not approved by BrightFocus, then the Agreement shall be terminated in accordance with section [2].

If Grantee Institution is not willing to relinquish the rights under the Grant Agreement, then the Agreement shall be terminated in accordance with section [2].

If Grantee Institution is willing to relinquish the rights under the Grant Agreement but Assignee does not agree to comply with the requirements set forth in this Grant Agreement due to legal restrictions imposed by State or Federal law, then, a minor letter amendment to this Grant Agreement may be negotiated in good faith with BrightFocus and Grantee Institution. Otherwise, if Assignee cannot accept the Grant Agreement as required by section [20], then the Grant Agreement shall be terminated in accordance with section [2].

PI shall not use Grant Funds for any costs related to a transfer under this section [15].

16.2 Transfer of Grant Between Different PIs at Grantee Institution
In the event that PI can no longer oversee execution of the Specific Aims, PI may request that PI’s responsibilities be transferred to another person to complete for the remainder of the  Grant Term.  In such a case, PI must request a change in personnel through Official Written Correspondence to the BrightFocus Scientific Affairs Department for approval.  This request must be accompanied by a letter from the individual who would serve as the new PI (“New PI”) and by a brief bio-sketch explaining New PI’s qualifications to complete the Specific Aims. This letter should indicate that PI is willing to take responsibility for the Specific Aims as described in the original proposal and that New PI has read and acknowledges in writing the obligations of this Grant Agreement.

In the event that a request is made to transfer the rights and obligations under this Grant Agreement to a New PI and the request is not approved by BrightFocus, and PI cannot continue to oversee execution of the Specific Aims, then the Grant Agreement shall be terminated in accordance with section [2: Discontinuation of Grant Funding and Termination of Grant Agreement].

16.3 Transfer of Grant By Postdoctoral Fellows
Postdoctoral fellowship grants are considered by BrightFocus to be personal and non-delegable.  Thus, if PI is on a postdoctoral fellowship grant and can no longer oversee execution of the Specific Aims because PI has left Grantee Institution to pursue other efforts, the rights and obligations under this Grant Agreement will not be transferred to another investigator at Grantee Institution, and the Grant Agreement shall be terminated in accordance with section [2: Discontinuation of Grant Funding and Termination of Grant Agreement].

If PI is on a postdoctoral fellowship grant and is given a promotion within Grantee Institution, and is still executing research on the Specific Aims, then Official Written Correspondence must be submitted to the BrightFocus Scientific Affairs department by PI and his/her research supervisors explaining the situation and asking for permission to continue the Grant Agreement.

[17] Financial Reports

BrightFocus requires a certified financial report for each year of the Grant Term.  BrightFocus will provide forms for submission of the financial reports through the online application portal at ProposalCentral (https://proposalcentral.com).

If the Grant Term is a period of time exceeding one year, a twelve (12)-month Interim Financial Report showing allocations and expenditures for the first year of Grant Term must be submitted by sixty (60) days from the one year anniversary of the start date, for each year of the Grant Term (e.g., for a start date of July 1, the Grant Term year is July 1 to June 30, and the Interim Financial Report must be submitted by September 1 each year).  This report must be signed by PI and a representative of Grantee Institution, and must show that Grant Funds were used in accordance with the approved budget. 

Delinquent reports or reports describing unapproved expenditures may result in delays of scheduled award payments or, at the sole discretion of BrightFocus, in the event of repeated failures, termination of the Grant Agreement in accordance with section [2], if such delinquency is not cured within a specified period of at least thirty (30) days after written request from BrightFocus.

A Final Financial Report showing allocations and expenditures under the Grant Agreement must be submitted by two months after expiration of the Grant Agreement (or by two (2) months after the expiration of the NCE, if the grant has been extended). This report shall be made in lieu of the Interim Financial Report in the final year of the award, must be signed by PI and an authorized signatory of Grantee Institution, and must show that Grant Funds were used in accordance with the approved budget. Unexpended Grant Funds in excess of US$50 shall be returned to BrightFocus at the time of the Final Financial Report.

BrightFocus shall have the right to decline to review future funding proposals made by any PI or Grantee Institution, if PI fails to submit the appropriate Final Financial Report (or return unexpended Grant Funds in excess of US$50), until such requirements are submitted to BrightFocus. 

[18] Scientific Progress Reports

If the Grant Term is for a period exceeding one year, PI must submit an Interim Scientific Progress Report detailing progress made towards the Specific Aims under this Grant Agreement.  This annual report shall be signed by PI and must be submitted by fortyfive (45) days before the end of each year of Grant Term (e.g., for a start date of July 1, the Grant Term year is July 1 to June 30, and the Interim Scientific Progress Report must be submitted by May 15 each year). 

Delinquent reports will result in delays of scheduled payments of Grant Funds or, at the sole discretion of BrightFocus, in the event of repeated failures, termination of the Grant Agreement in accordance with section [2], if such delinquency is not cured within a specified period of at least thirty (30) days after written request from BrightFocus.

For all Grants, a Final Scientific Progress Report must be submitted within sixty (60) days after the end of the Grant Term (e.g., for a start date of July 1, the Final Scientific Progress Report must be submitted by September 1). This report should be made in lieu of the Interim Scientific Progress Report in the final year of the Grant Term.  This report must be signed by PI.

The submission of the progress reports will be handled online through the application portal at ProposalCentral (https://proposalcentral.com).

BrightFocus shall have the right to decline to review future funding proposals made by any PI or Grantee Institution, if PI fails to submit the appropriate Interim and Final Scientific Progress Reports, until such requirements are submitted to BrightFocus.

Progress reports will be reviewed by BrightFocus program staff or representatives. BrightFocus’ determination of the level of progress made on the Specific Aims shall be informed by the Specific Aims submitted with the BrightFocus proposal by PI.

Requests to amend, or otherwise change, Specific Aims shall be made by Official Written Correspondence initiated by PI and submitted to the BrightFocus Scientific Affairs Department for approval, which shall not be unreasonably withheld.

If PI is determined by BrightFocus to have achieved inadequate progress on the Specific Aims, then Principal Investigator shall be given a reasonable period of time to remedy the progress.  The length of this period of time shall be determined in good faith based on the circumstances of the individual Specific Aims and PI and is not explicitly defined by this Grant Agreement.  If BrightFocus determines that the Specific Aims cannot be satisfactorily completed during the duration Grant Term, BrightFocus, at its discretion, may terminate the Grant Agreement in accordance with section [2].

BrightFocus holds the right to decline to review future funding proposals made by any PI who fails to submit the Final Scientific Progress Report required of a prior BrightFocus grant until such reports are submitted to BrightFocus. 

PI will be contacted in years 1, 2, and 5 following the expiration of the grant.  At this time, PI will be asked to respond to a brief inquiry regarding any publications or other reportable outcomes that may have arisen from BrightFocus Grant Funds.

[19] Document Retention

Grantee Institution shall retain copies of all Official Written Correspondence related to this Grant Agreement for a period of three (3) years following expiration of the Grant Term.

BrightFocus, in some circumstances, accepts electronic records and it is understood that such electronic records are maintained in accordance with industry standards.

[20] Right to Sub-Grant

Grantee Institution will have the right to issue a sub-grant by delegating a portion of the performance goals and responsibilities related to Specific Aims (“Sub-Grant”) to a Sub-Grant recipient (“Subrecipient”), according to substantially the same terms as this Grant Agreement.  Any Sub-Grant awarded by Grantee Institution to a Subrecipient (“Sub-Grant Agreement”) shall (a) be in writing; (b) be subject and subordinate to, and consistent with, the rights and obligations of this Grant Agreement; (c) permit Grantee Institution to monitor the activities of Subrecipient as necessary to ensure that Sub-Grant performance goals are achieved and that procedures are followed in a manner consistent with this Grant Agreement; and (d) require the applicable Subrecipient to comply with all applicable terms of this Grant Agreement. No Sub-Grant Agreement will diminish, reduce or eliminate any right or obligation of any party under this Grant Agreement. 

Grantee Institution will ensure that any Sub-Grant that it enters into hereunder explicitly states that the termination date of any Sub-Grant and Sub-Grant Agreement will be co-incident with the termination date of this Grant Agreement, regardless of whether such termination date occurs at the end date of the Grant Term or is prompted by a termination pursuant to section [2] Discontinuation of Grant Funding and Termination of Grant Agreement.

Grantee Institution will ensure that the survival clause of section [11] will apply to the term of the Sub-Grant as the responsibility of the Subrecipient.

[21]  Rights of Assignment and Assumption

Grantee Institution will have the right to assign, transfer, deliver, and set over to an assignee (“Assignee”) in an assignment (“Assignment”) all of Grantee Institution’s right, title and interest in, to and under this Grant Agreement, said right to assign being contingent on (a) a statement by Grantee Institution in said Assignment confirming that BrightFocus has a continued right to enforce Grant Agreement during the Transferee Term; and (b) Assignee qualifying as a Grantee Institution of BrightFocus; and (c) Assignee’s contemporary acceptance of Assignment and assumption of all obligations and responsibilities arising thereunder on and after the effective date of Assignment, at which effective date Assignee will assume all of the duties of a new Grantee Institution under this Grant Agreement.

The survival clause of section [11] will apply to the Original Term as the responsibility of Grantee Institution.  The survival clause of section [11] will apply separately to the Transferee Term as the responsibility of Assignee.

[22] Audit Rights

In the event that disputes arise in connection with any reporting provisions of this Grant Agreement, Grantee Institution agrees to permit its books and records to be examined during regular business days and hours to the extent necessary to verify the reports provided for in this Grant Agreement, such examination to be made at the expense of BrightFocus by any auditor appointed by BrightFocus who is reasonably acceptable to Grantee Institution.

[23] Export Laws 

This Grant Agreement is made subject to any restrictions concerning the export of products or technical information or data from the United States or from other countries that may be imposed on Grantee Institution from time to time. Grantee Institution agrees that it will not export, directly or indirectly, any technical information developed under this Grant Agreement or any products using such technical information under this Grant to a location or in a manner that at the time of export requires an export license or other governmental approval, without first obtaining the written consent to do so from the appropriate agency or other governmental entity in accordance with applicable law. Grantee Institution further agrees that is will accept sole responsibility for any and all costs and damages in the event of any legal action resulting from such violation.

[24] Signatory Authority

The undersigned signatory signing on behalf of Grantee Institution represents that he/she has the authority to bind each and every legal entity encompassed within Grantee Institution as that term is defined the “Definitions and Abbreviations” of this Agreement.

[25] Governing Law

This Agreement will be governed by and construed in accordance with the laws of the State of New York, USA, without reference to conflict of laws principles.

Notwithstanding any of the foregoing, nothing in this Agreement is intended to, or should be construed to, conflict with federal law or any laws governing Grantee Institution. Federal and other applicable law shall govern in the event of an inconsistency with this Agreement.