	Power Semiconductor Research Center

Membership Agreements

Senior Member Agreement

This Agreement is made this day of July, , by and between North Carolina State University (hereafter called "UNIVERSITY") and_______________ (hereafter called "SPONSOR").

RECITALS:

1. The parties to this Agreement enter this Agreement for the purpose of joining together in a cooperative effort to support the University/Industry POWER SEMICONDUCTOR RESEARCH CENTER (hereafter called "CENTER") at University.

2. Some of the purposes of the CENTER are (a) to maintain a mechanism whereby the UNIVERSITY environment can be used to develop improved technology for Smart Power devices/integrated circuits and their applications (hereafter, the “FIELD”); (b) provide UNIVERSITY with strengthened educational and research capability in the FIELD; and (c) provide SPONSOR with better understanding of the short and long term impact of technological advances upon systems.

Now therefore, based on the Recitals and for the mutual benefits and considerations set out below, the parties hereto agree to the following

TERMS AND CONDITIONS:

A. CENTER, operated by certain UNIVERSITY faculty, staff and students appointed by UNIVERSITY, will be supported by industry, government organizations, and private foundations, including SPONSOR and UNIVERSITY.

B. SPONSOR will pay $150,000 annually (hereafter, the “Membership Fee”) in support of CENTER. Upon payment of Membership Fee, the SPONSOR becomes a SENIOR MEMBER, with all the rights, privileges and obligations of a SENIOR MEMBER described in this Agreement and in the Bylaws of the CENTER.

C. Because research of the type to be done by CENTER takes time and research results may not be obvious immediately, SPONSOR joins CENTER with the intention of remaining a dues-paying member for at least three years. However, either party may terminate this Agreement by providing 90 days' written notice prior to the end of a membership year.

D. Payment must be made as a lump sum on or before July 1 of each year of sponsorship unless University approves, in writing, another method of payment. A sponsor may initiate CENTER membership at any time during the year if the full Membership Fee for that year is paid; provided that year is the sponsor’s first year of CENTER membership. The initial term of this Agreement is from ________ to __________.

E. The organization and operation of CENTER will be specified by CENTER Bylaws.

F. There will be a PROGRAM ADVISORY/COUNSELING TEAM (PACT) consisting of one representative appointed by each SENIOR MEMBER. PACT makes recommendations to CENTER Director on (a) research projects to be carried out by CENTER; (b) apportionment of resources to research projects; and (c) changes in bylaws. The operation of PACT is specified in the Bylaws.

G. Each SENIOR MEMBER may choose to appoint one INDUSTRIAL SCHOLAR to be resident at CENTER. The selection of INDUSTRIAL SCHOLAR is to be made by SPONSOR in consultation with CENTER. Assignment of each INDUSTRIAL SCHOLAR to a particular area of research, and his or her responsibilities while on assignment, shall be by mutual agreement between SPONSOR and CENTER.

H. INDUSTRIAL SCHOLAR shall continue to be employee solely of SPONSOR, and is not an employee of UNIVERSITY or the CENTER. SPONSOR is solely responsible for payment of salary, any relocation and housing expenses, any income taxes as required by law, and all types of insurance coverage relating to its INDUSTRIAL SCHOLAR. All research conducted by INDUSTRIAL SCHOLAR while assigned to CENTER shall constitute part of CENTER research activities. SPONSOR agrees to hold harmless and to indemnify UNIVERSITY with respect to any liabilities or claims made against UNIVERSITY or its officers, directors, or employees resulting from alleged negligent acts or omissions of INDUSTRIAL SCHOLAR. Any invention made or other intellectual property created solely or jointly by INDUSTRIAL SCHOLAR while resident at CENTER is part of CENTER research activities and must be assigned to UNIVERSITY.

I. Each SENIOR MEMBER and MEMBER may elect to send one representative to TECHNICAL WORKING GROUP meetings to be held for each project sponsored by CENTER at least once per fiscal year.

J. SPONSOR will be provided reports of research activities undertaken at CENTER immediately upon their availability.

K. SPONSOR will be eligible to send representatives to attend an ANNUAL REVIEW meeting held to discuss all research activities at CENTER.

L. UNIVERSITY reserves the right to publish in scientific journals and at conferences the results of research by CENTER. SPONSOR will be given the opportunity to review any paper containing the results of the research program of CENTER prior to submission of paper for publication. SPONSOR has the right to request a delay in publication for a period not to exceed six (6) months from the date of submission to the SPONSOR to permit the filing of patent applications on any invention or discovery made by CENTER, provided that SPONSOR makes a written request and justification for such delay within thirty (30) days from date the proposed publication is mailed to SPONSOR. Publication of information shall be permitted at any time, however, following the use of this information in a patent application.

M. The license rights available to the SPONSOR for a particular invention are determined by the date of disclosure of the invention to the SENIOR MEMBERS and MEMBERS and the type of membership the SPONSOR has in the Center at the time the invention is disclosed.

N. (1) All patents derived from inventions conceived or first reduced to practice in the course of CENTER research or CENTER projects belong to UNIVERSITY. The UNIVERSITY must promptly provide to SPONSOR a written disclosure of each invention under the Confidentiality provisions of this Agreement. SPONSOR must provide notice to UNIVERSITY within thirty (30) days from mailing of each invention disclosure as to whether it wishes to support a patent application on the invention and if so, will sign the attached Option Agreement.

(2) All SENIOR MEMBER(s) or MEMBER(s) who are current in their payment of CENTER dues are granted a non-exclusive royalty-free non-commercial license to the invention for one (1) year; provided, however, that this Section N (2) does not apply to inventions that are licensed in accordance with Section N (4) or Section N (5)below.

(3) For inventions on which patent applications are filed by UNIVERSITY and for which the costs of such filings are paid by one or more SENIOR MEMBER(s) or MEMBER(s), such inventions will be licensed under the following terms:

(a) SENIOR MEMBER(s) or MEMBER(s) paying for patent(s) have an option to negotiate a royalty-bearing license to sell licensed products in any country(ies) in which patents are obtained and where the SENIOR MEMBER(s) or MEMBER(s) paid for such patent(s) in accordance with the Option Agreement attached hereto. The terms of the license will be negotiated in good faith.

(b) For one (1) year after receiving the invention disclosure, SENIOR MEMBER(s) or MEMBER(s) not covered by N(3)(a), immediately above have an option to negotiate a royalty-bearing license to sell licensed products in any country(ies) in which such patents are obtained. The royalty will be one percent (1%) more than the royalty negotiated by SENIOR MEMBER(s) or MEMBER(s) covered by N(3)(a). The terms of the license will be negotiated in good faith

(c) Upon written request to UNIVERSITY, ASSOCIATE MEMBERS may negotiate a royalty-bearing license to manufacture or sell licensed products in any country(ies) in which patents are obtained, such negotiation period to last one (1) year unless otherwise agreed upon by the parties in writing. The royalty will be two and one-half percent (2.5%) more than the royalty negotiated by SENIOR MEMBER(s) or MEMBER(s) covered by N(3)(a). The terms of the license will be negotiated in good faith

(d) Upon written request to UNIVERSITY, entities that are not SENIOR MEMBER(s), MEMBER(s), or ASSOCIATE MEMBERS may negotiate a royalty-bearing license to manufacture or sell licensed products in any country(ies) in which patents are obtained, such negotiation period to last one (1) year unless otherwise agreed upon by the parties in writing. The royalty will be at least three and one-half percent (3.5%) more than the royalty negotiated by SENIOR MEMBER(s) or MEMBER(s) covered by N(3)(a).

(4) If any party seeks an exclusive license and such request is approved by all SENIOR MEMBERS and MEMBERS and by UNIVERSITY, UNIVERSITY and that party will negotiate in good faith terms of an exclusive fee and/or royalty-bearing license.

(5) Notwithstanding any of the provisions contained herein, if no CENTER member elects to pay for patenting of an invention in a given country, or if all CENTER members have stopped paying for patenting or patent maintenance of an invention in a given country, and no CENTER member has licensed the invention, UNIVERSITY will be free to license the invention as it, in its sole and unfettered discretion, sees fit.

O. No fees, enhancement grant funding, patent expense reimbursements, or other moneys paid to the CENTER or UNIVERSITY for any purpose will be credited against or deducted from any payments due to UNIVERSITY under any license granted.

P. All software or other copyrighted work (hereafter, “Works”) developed by or at the CENTER will be copyrighted in the name of the UNIVERSITY. SPONSOR is entitled to a non-exclusive, royalty-free non-commercial license to the Works and an option to negotiate a royalty-bearing commercial license to the Works. UNIVERSITY will not release copyrighted software for general public use until one year after the software has been presented to SPONSOR for use pursuant to the terms and conditions of membership in CENTER.

Q. SPONSOR may provide ENHANCEMENT GRANTS to accelerate one or more research projects approved for funding by PACT and the CENTER Director. All research results and intellectual property resulting from the ENHANCEMENT GRANT will be treated in the same manner as described above in this Agreement.

R. SPONSOR is eligible to obtain DEVICE SAMPLES prepared by the CENTER if SPONSOR agrees to share in the cost of SAMPLE preparation, as follows: the SPONSORS share of total cost of SAMPLE preparation will be determined by dividing the cost of SAMPLE preparation between those SPONSORS that participate in the acquisition of the SAMPLES in proportion to the number of samples provided to the SPONSOR.

S. CONFIDENTIALITY:

(a) In the performance of CENTER research, other CENTER projects, and in carrying out the performance of this Agreement, it may be necessary for UNIVERSITY to disclose to the SPONSOR information that is proprietary and confidential to UNIVERSITY. For a period of 5 years following the date of such disclosure, the SPONSOR agrees to use the confidential information only for purposes of this Agreement and further agrees that it will not disclose or publish such information except that the restrictions of this section do not apply to:

(i) information which is or becomes publicly known through no fault of the receiving party;

(ii) information learned from a third party entitled to disclose it;

(iii) information already known to or developed by receiving party before receipt from disclosing party, as shown by receiving party's prior written records;

(iv) information for which receiving party obtains the disclosing party's prior written permission to publish or which is disclosed in the necessary course of the prosecution of patent applications based upon inventions developed pursuant to this Agreement;

(v) information required to be disclosed by court order or operation of law, including, but not limited to, the North Carolina Public Records Act; or

(vi) information that is independently developed by the receiving party’s personnel who are not privy to the disclosing party’s confidential information.

(b) The receiving party must use a reasonable degree of care to prevent the inadvertent, accidental, unauthorized or mistaken disclosure or use by its employees of confidential information disclosed hereunder.

T. This Agreement, including any schedules or other attachments which are incorporated herein by reference, and the Bylaws contain the entire agreement between the parties as to its subject matter. This Agreement supersedes all other CENTER membership agreements previously executed by the parties hereto and merges all prior discussions between the parties. Neither party is bound by conditions, definitions, warranties, understandings, or representations concerning such subject matter except as provided in this Agreement or as may be specified later in writing and signed by the properly authorized representatives of the parties. This Agreement may be modified or amended only by written agreement signed by persons authorized to sign agreements on behalf of the parties.

Officer of Senior Member Representative of University

Name: Name:

Title: Title:

Date: Date:

Member Agreement

This Agreement is made this day of July, , by and between North Carolina State University (hereafter called "UNIVERSITY") and_______________ (hereafter called "SPONSOR").

RECITALS:

Now therefore, based on the Recitals and for the mutual benefits and considerations set out below, the parties hereto agree to the following

TERMS AND CONDITIONS:

B. SPONSOR will pay $100,000 annually (hereafter, the “Membership Fee”) in support of CENTER. Upon payment of Membership Fee, the SPONSOR becomes a MEMBER, with all the rights, privileges and obligations of a MEMBER described in this Agreement and in the Bylaws of the CENTER.

E. Because research of the type to be done by CENTER takes time and research results may not be obvious immediately, SPONSOR joins CENTER with the intention of remaining a dues-paying member for at least three years. However, either party may terminate this Agreement by providing 90 days' written notice prior to the end of a membership year.

F. Payment must be made as a lump sum on or before July 1 of each year of sponsorship unless University approves, in writing, another method of payment. A sponsor may initiate CENTER membership at any time during the year if the full Membership Fee for that year is paid; provided that year is the sponsor’s first year of CENTER membership. The initial term of this Agreement is from ________ to __________.

E. The organization and operation of CENTER will be specified by CENTER Bylaws.

F. Each SENIOR MEMBER and MEMBER may elect to send one representative to TECHNICAL WORKING GROUP meetings to be held for each project sponsored by CENTER at least once per fiscal year.

G. SPONSOR will be provided reports of research activities undertaken at CENTER immediately upon their availability.

H. SPONSOR will be eligible to send representatives to attend an ANNUAL REVIEW meeting held to discuss all research activities at CENTER.

I. UNIVERSITY reserves the right to publish in scientific journals and at conferences the results of research by CENTER. SPONSOR will be given the opportunity to review any paper containing the results of the research program of CENTER prior to submission of paper for publication. SPONSOR has the right to request a delay in publication for a period not to exceed six (6) months from the date of submission to the SPONSOR to permit the filing of patent applications on any invention or discovery made by CENTER, provided that SPONSOR makes a written request and justification for such delay within thirty (30) days from date the proposed publication is mailed to SPONSOR. Publication of information shall be permitted at any time, however, following the use of this information in a patent application.

J. The license rights available to the SPONSOR for a particular invention are determined by the date of disclosure of the invention to the SENIOR MEMBERS and MEMBERS and the type of membership the SPONSOR has in the Center at the time the invention is disclosed.

K. (1) All patents derived from inventions conceived or first reduced to practice in the course of CENTER research or CENTER projects belong to UNIVERSITY. The UNIVERSITY must promptly provide to SPONSOR a written disclosure of each invention under the Confidentiality provisions of this Agreement. SPONSOR must provide notice to UNIVERSITY within thirty (30) days from mailing of each invention disclosure as to whether it wishes to support a patent application on the invention and if so, will sign the attached Option Agreement.

(2) All SENIOR MEMBER(s) or MEMBER(s) who are current in their payment of CENTER dues are granted a non-exclusive royalty-free non-commercial license to the invention for one (1) year; provided, however, that this Section K (2) does not apply to inventions that are licensed in accordance with Section K (4) or Section K (5)below.

(a) SENIOR MEMBER(s) or MEMBER(s) paying for patent(s) and patent applications have an option to negotiate a royalty-bearing license to sell licensed products in any country(ies) in which patents are obtained and where the SENIOR MEMBER(s) or MEMBER(s) paid for such patent(s) in accordance with the Option Agreement attached hereto. The terms of the license will be negotiated in good faith.

(b) For one (1) year after receiving the invention disclosure, SENIOR MEMBER(s) or MEMBER(s) not covered by K(3)(a), immediately above have an option to negotiate a royalty-bearing license to sell licensed products in any country(ies) in which such patents are obtained. The royalty will be one percent (1%) more than the royalty negotiated by SENIOR MEMBER(s) or MEMBER(s) covered by K(3)(a).

(c) Upon written request to UNIVERSITY, ASSOCIATE MEMBERS may negotiate a royalty-bearing license to manufacture or sell licensed products in any country(ies) in which patents are obtained, such negotiation period to last one (1) year unless otherwise agreed upon by the parties in writing. The royalty will be two and one-half percent (2.5%) more than the royalty negotiated by SENIOR MEMBER(s) or MEMBER(s) covered by K(3)(a). The terms of the license will be negotiated in good faith.

(4) If any SPONSOR seeks an exclusive license and such request is approved by all SENIOR MEMBERS and MEMBERS and by UNIVERSITY, UNIVERSITY and that party will negotiate in good faith terms of an exclusive fee and/or royalty-bearing license.

L. No fees, enhancement grant funding, patent expense reimbursements, or other moneys paid to the CENTER or UNIVERSITY for any purpose will be credited against or deducted from any payments due to UNIVERSITY under any license granted.

M. All software or other copyrighted work (hereafter, “Works”) developed by or at the CENTER will be copyrighted in the name of the UNIVERSITY. SPONSOR is entitled to a non-exclusive, royalty-free non-commercial license to the Works and an option to negotiate a royalty-bearing commercial license to the Works. UNIVERSITY will not release copyrighted software for general public use until one year after the software has been presented to SPONSOR for use pursuant to the terms and conditions of membership in CENTER.

N. SPONSOR may provide ENHANCEMENT GRANTS to accelerate one or more research projects approved for funding by PACT and the CENTER Director. All research results and intellectual property resulting from the ENHANCEMENT GRANT will be treated in the same manner as described above in this Agreement.

O. SPONSOR is eligible to obtain DEVICE SAMPLES prepared by the CENTER if SPONSOR agrees to share in the cost of SAMPLE preparation, as follows: the SPONSORS share of total cost of SAMPLE preparation will be determined by dividing the cost of SAMPLE preparation between those SPONSORS that participate in the acquisition of the SAMPLES in proportion to the number of samples provided to the SPONSOR.

P. CONFIDENTIALITY:

(i) information which is or becomes publicly known through no fault of the receiving party;

(ii) information learned from a third party entitled to disclose it;

(iii) information already known to or developed by receiving party before receipt from disclosing party, as shown by receiving party's prior written records;

(v) information required to be disclosed by court order or operation of law, including, but not limited to, the North Carolina Public Records Act; or

(vi) information that is independently developed by the receiving party’s personnel who are not privy to the disclosing party’s confidential information.

Q. This Agreement, including any schedules or other attachments which are incorporated herein by reference, and the Bylaws contain the entire agreement between the parties as to its subject matter. This Agreement supersedes all other CENTER membership agreements previously executed by the parties hereto and merges all prior discussions between the parties. Neither party is bound by conditions, definitions, warranties, understandings, or representations concerning such subject matter except as provided in this Agreement or as may be specified later in writing and signed by the properly authorized representatives of the parties. This Agreement may be modified or amended only by written agreement signed by persons authorized to sign agreements on behalf of the parties.

Officer of Member Representative of University

Name: Name:

Title: Title:

Date: Date:

Associate Member Agreement

This Agreement is made this day of July, , by and between North Carolina State University (hereafter called "UNIVERSITY") and_______________ (hereafter called "SPONSOR").

RECITALS:

Now therefore, based on the Recitals and for the mutual benefits and considerations set out below, the parties hereto agree to the following

TERMS AND CONDITIONS:

B. SPONSOR will pay $25,000 annually (hereafter, the “Membership Fee”) in support of CENTER. Upon payment of Membership Fee, the SPONSOR becomes an ASSOCIATE MEMBER, with all the rights, privileges and obligations of an ASSOCIATE MEMBER described in this Agreement and in the Bylaws of the CENTER.

G. Because research of the type to be done by CENTER takes time and research results may not be obvious immediately, SPONSOR joins CENTER with the intention of remaining a dues-paying member for at least three years. However, either party may terminate this Agreement by providing 90 days' written notice prior to the end of a membership year.

H. Payment must be made as a lump sum on or before July 1 of each year of sponsorship unless University approves, in writing, of an alternate method of payment. A sponsor may initiate CENTER membership at any time during the year if the full Membership Fee for that year is paid; provided that year is the sponsor’s first year of CENTER membership. The initial term of this Agreement is from ________ to __________.

E. The organization and operation of CENTER will be specified by CENTER Bylaws.

F. SPONSOR will be provided reports of research activities undertaken at CENTER immediately upon their availability.

F. SPONSOR will be eligible to send representatives to attend an ANNUAL REVIEW meeting held to discuss all research activities at CENTER.

G. UNIVERSITY reserves the right to publish in scientific journals and at conferences the results of research by CENTER. SPONSOR will be given the opportunity to review any paper containing the results of the research program of CENTER prior to submission of paper for publication. SPONSOR has the right to request a delay in publication for a period not to exceed six (6) months from the date of submission to the SPONSOR to permit the filing of patent applications on any invention or discovery made by CENTER, provided that SPONSOR makes a written request and justification for such delay within thirty (30) days from date the proposed publication is mailed to SPONSOR. Publication of information shall be permitted at any time, however, following the use of this information in a patent application.

H. The license rights available to the SPONSOR for a particular invention are determined by the date of disclosure of the invention to the MEMBERS and the type of membership the SPONSOR has in the Center at the time the invention is disclosed.

I. (1) All patents derived from inventions conceived or first reduced to practice in the course of CENTER research or CENTER projects belong to UNIVERSITY. Such inventions will be licensed under the following terms:

(a) SENIOR MEMBER(s) or MEMBER(s) paying for patent(s) and patent application(s) have an option to negotiate a royalty-bearing license to sell licensed products in any country(ies) in which patents are obtained and where the SENIOR MEMBER(s) or MEMBER(s) paid for such patent(s) in accordance with the Option Agreement attached hereto. The terms of the license will be negotiated in good faith.

(b) For one (1) year after receiving the invention disclosure, SENIOR MEMBER(s) or MEMBER(s) not covered by I(1)(a), immediately above have an option to negotiate a royalty-bearing license to sell licensed products in any country(ies) in which such patents are obtained. The royalty will be one percent (1%) more than the royalty negotiated by SENIOR MEMBER(s) or MEMBER(s) covered by I(1)(a). The terms of the license will be negotiated in good faith.

(c) Upon written request to UNIVERSITY, ASSOCIATE MEMBERS may negotiate a royalty-bearing license to manufacture or sell licensed products in any country(ies) in which patents are obtained, such negotiation period to last one (1) year unless otherwise agreed upon by the parties in writing. The royalty will be two and one-half percent (2.5%) more than the royalty negotiated by SENIOR MEMBER(s) or MEMBER(s) covered by I(1)(a). The terms of the license will be negotiated in good faith.

(2) If any SPONSOR seeks an exclusive license and such request is approved by all SENIOR MEMBERS and MEMBERS and by UNIVERSITY, UNIVERSITY and that party will negotiate in good faith terms of an exclusive fee and/or royalty-bearing license.

(3) Notwithstanding any of the provisions contained herein, if no CENTER member elects to pay for patenting of an invention in a given country, or if all CENTER members have stopped paying for patenting or patent maintenance of an invention in a given country, and no CENTER member has licensed the invention, UNIVERSITY will be free to license the invention as it, in its sole and unfettered discretion, sees fit.

J. No fees, enhancement grant funding, patent expense reimbursements, or other moneys paid to the CENTER or UNIVERSITY for any purpose will be credited against or deducted from any payments due to UNIVERSITY under any license granted.

K. All software or other copyrighted work (hereafter, “Works”) developed by or at the CENTER will be copyrighted in the name of the UNIVERSITY. SPONSOR is entitled to a non-exclusive, royalty-free non-commercial license to the Works and an option to negotiate a royalty-bearing commercial license to the Works. UNIVERSITY will not release copyrighted software for general public use until one year after the software has been presented to SPONSOR for use pursuant to the terms and conditions of membership in CENTER.

L. SPONSOR may provide ENHANCEMENT GRANTS to accelerate one or more research projects approved for funding by PACT and the CENTER Director. All research results and intellectual property resulting from the ENHANCEMENT GRANT will be treated in the same manner as described above in this Agreement.

M. SPONSOR is eligible to obtain DEVICE SAMPLES prepared by the CENTER if SPONSOR agrees to share in the cost of SAMPLE preparation, as follows: the SPONSORS share of total cost of SAMPLE preparation will be determined by dividing the cost of SAMPLE preparation between those SPONSORS that participate in the acquisition of the SAMPLES in proportion to the number of samples provided to the SPONSOR.

N. CONFIDENTIALITY:

(i) information which is or becomes publicly known through no fault of the receiving party;

(ii) information learned from a third party entitled to disclose it;

(iii) information already known to or developed by receiving party before receipt from disclosing party, as shown by receiving party's prior written records;

(v) information required to be disclosed by court order or operation of law, including, but not limited to, the North Carolina Public Records Act; or

(vi) information that is independently developed by the receiving party’s personnel who are not privy to the disclosing party’s confidential information.

O. This Agreement, including any schedules or other attachments which are incorporated herein by reference, and the Bylaws contain the entire agreement between the parties as to its subject matter. This Agreement supersedes all other CENTER membership agreements previously executed by the parties hereto and merges all prior discussions between the parties. Neither party is bound by conditions, definitions, warranties, understandings, or representations concerning such subject matter except as provided in this Agreement or as may be specified later in writing and signed by the properly authorized representatives of the parties. This Agreement may be modified or amended only by written agreement signed by persons authorized to sign agreements on behalf of the parties.

Officer of Associate Member Representative of University

Name: Name:

Title: Title:

Date: Date:

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