Upon proposal review and approval, successful applicants will receive an award letter with funding details. The following are terms and conditions with respect to the grant of funds and will be included in the award letter:
1. Human Subjects Research. To the extent that research on human subjects is contemplated by Grantee under this Grant, Grantee acknowledges and accepts responsibility for protecting the rights and welfare of human research subjects participating in research pursuant to this Grant. Grantee will conduct such research in accordance with its human subjects research policies and procedures, consistent with (a) all law, regulations, and guidance applicable to human subjects research conducted, supported, or otherwise subject to regulation pursuant to this Grant; (b) all applicable confidentiality, privacy, and data protection law; and (c) any other law or regulations applicable to the conduct of clinical studies under this Grant. Grantee will monitor compliance with these requirements during the course of all research on human subjects under this Grant.
The Foundation further understands that all research supported by its funds will be subject to the human subjects’ protection from research risks conventions as mandated by federal regulation; that the University will approve each research protocol involving human subjects on an individual basis; and that such approvals shall be updated and kept current and shall remain in place throughout the period of the grant. Foundation funds cannot be utilized until such approval for the study is granted.
2. Research Misconduct. Grantee represents that it has implemented policies and procedures for the identification, reporting, and investigation of research misconduct, including the fabrication, falsification, or plagiarism in proposing, performing, or reviewing research, or in reporting research results. Any determination that research misconduct has occurred in connection with this Grant must be promptly reported to the Foundation.
3. Conflicts of Interest. Grantee will, at all times, act in compliance with its established policies and procedures regarding conflicts of interest, consistent with all applicable law. Grantee certifies that it is not aware of any related past, present, or planned interest, financial or otherwise, that may impair its objectivity or the principal investigator’s objectivity under this Grant. Any unresolved conflicts of interest will be promptly reported to the Foundation.
4. Research Ethics and Safety. Grantee commits to following best practices with respect to research ethics and safety under this Grant, as defined by its own established institutional policies and procedures, consistent with all applicable law, policies, and procedures of the jurisdiction in which Grant activities are being carried out or to which Grantee is otherwise subject.
5. Notification to Grantor. Grantee will notify the Foundation in writing immediately upon becoming aware of any of the following: (a) any significant problems, delays, or adverse conditions (including physical, cultural, legal, regulatory, or social conditions) that may materially affect work under the Grant; (b) the Grantee IRB’s disapproval, termination, suspension, or recommendations for modification of studies or protocols supported by this Grant; (c) instances of noncompliance with any applicable law or regulation or the requirements and determinations of the IRB; (d) human subject complaints or unanticipated problems involving risks to subjects or deviations from the protocols supported by this Grant, including but not limited to any such events reported to the IRB by investigators and subject withdrawals; (e) any adverse publicity related to this Grant, and (f) suspension or debarment (e.g., a declaration of ineligibility to contract with any government), arrest by law enforcement officials, or other such matters raised against Grantee, or its employees, agents, or subcontractors engaged in activity under this Grant.
6. Academic Publications. Consistent with the reasonable interests of Grantee in the preservation or perfection of rights in its intellectual property and the protection of its confidential or proprietary information, the Foundation anticipates and expects that Grantee will publish data and results generated under this Grant in the appropriate professional, scientific, and academic journals, and present results at professional meetings or conferences, or on appropriate websites. In addition:
- Publications resulting from this funding must include in the acknowledgments section of the publication: “This investigation was supported by a grant from the Dana Foundation.”
- You may be asked to provide an abstract of your research results to be featured in various reports.
- The title of your proposal will be posted on the Dana Foundation website.
Grantees are encouraged to educate the public about funded work. If University plans to make a public announcement of this grant, or its findings, the Foundation requests that the Dana Foundation is consulted prior to the public announcement about the wording of the announcement and any other issues relevant to publicity.
7. Publicity and Use of Name. Should Grantee desire to release any press statement or public relations materials of any kind concerning or relating to this Grant, Grantee will submit such material to the Foundation in advance of such release and duly consider the Foundation’s suggestions relative to the content of public announcements. Grantee will not use the name or logo of the Foundation in any public relations materials or product advertising, or for any other promotional purpose, without first obtaining the written consent of the Foundation.
8. No Third-Party Beneficiary. This Grant is not intended to create and does not create any rights in or benefits to any third party. Nothing under this Grant constitutes an obligation or a promise to any third party. Furthermore, no third party may sue, assert a claim, or state any cause of action against the Foundation by virtue of this Grant.
9. Nature of Relationship: Notwithstanding anything to the contrary in this Grant award, nothing under this Grant will constitute or imply (a) any responsibility of the Foundation for Grantee’s activity under this Grant, or (b) any oversight or supervisory role of the Foundation in Grantee’s activity. The Foundation assumes and exercises no control—operational or otherwise—over Grantee’s activity under this Grant. Grantee is and will be considered an independent contractor for purposes of this Grant. Nothing in this Grant constitutes a partnership or joint venture or establishes a relationship of agency between the Foundation and Grantee. No employee of Grantee or any of its affiliates will be considered to be an employee of the Foundation, and Grantee may not enter into any contract or agreement with a third party that purports to obligate or bind the Foundation.
10. Limitation of Liability and No Warranty. The Foundation’s sole obligation under this Grant is to make the Grant funding available to Grantee in accordance with the terms set forth in this letter. The Foundation accepts no further obligation or liability under this Grant or related to Grantee’s activity under this Grant. The Foundation will have no liability to Grantee with respect to any subject matter of this Grant for any special, indirect, incidental, consequential, punitive damages or lost profits, under any contract, negligence, strict liability or other legal or equitable theory. THE FOUNDATION MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY GRANT FUNDS PROVIDED HEREUNDER, OTHER THAN THAT THE FOUNDATION HAS THE REQUISITE POWER AND AUTHORITY AND HAS TAKEN ALL CORPORATE AND OTHER ACTION NECESSARY TO AUTHORIZE AND MAKE PAYMENTS OF THE GRANT, AND THE FOUNDATION HEREBY DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS, WHETHER STATUTORY, ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE, OR OTHERWISE.
11. Hold Harmless. To the extent permitted by law, Grantee will defend and hold harmless the Foundation and its directors, trustees, officers, employees, agents, representatives, successors and assigns (collectively, the “Held Harmless Parties”) from and against any actual or alleged losses, liabilities, claims, judgments, penalties, costs, and expenses (including costs of investigation and attorneys’ and other professionals’ fees) whether or not involving a person or entity other than the Grantee, which are based upon, attributable to, or resulting from, the Grant, including without limitation (a) any Grantee research or other Grantee activity supported under this Grant, including but not limited to claims of noncompliance with law or protocols under this Grant, or claims of injury by human subjects or others individuals participating in the Grantee’s research activity under this Grant; (b) any product, process, or service that is made, used, sold, imported, or performed by Grantee or by its licensees of any intellectual property created, conceived, or reduced to practice under this Grant; and (c) any violation of applicable law or regulation by Grantee or by its licensees related to the manufacture, commercialization, sale, or use of intellectual property created, conceived, or reduced to practice under this Grant. Grantee agrees to contractually require its licensees of intellectual property created, conceived, or reduced to practice under this Grant to defend and hold harmless the Held Harmless Parties.
12. Insurance. Grantee will maintain in full force and effect, at its own expense and without expense to the Grant or to the Foundation, appropriate liability, casualty, and other insurance coverage required by law or otherwise customary in the Grantee’s industry.
13. Governing Law. The provisions of this Grant, including but not limited to this Section, will be construed in accordance with the terms and conditions set forth in this letter, and the law of the State of New York, without regard to choice or conflict of laws principles that would cause the application of any other law.
14. Survival. The obligations of Grantee under this Grant award, which, by their nature, would continue beyond the termination or expiration of this Grant, will survive termination or expiration of this Grant. Such obligations include, by way of illustration only and not limitation, those obligations that pertain to Publicity and Use of Name, No Third Party Beneficiary, Nature of Relationship, Limitation of Liability and No Warranty, Hold Harmless, Insurance, and Governing Law.
15. Copyrights. Collaborator grants to Foundation an irrevocable, royalty-free, non-transferable, non-exclusive right and license to use, reproduce, make derivative works, display, and perform publicly any copyrights or copyrighted material (including any computer software and its documentation and/or databases) first developed and delivered under this Agreement solely for and only to the extent required to meet Foundations mission.