SAMPLE BYLAWS

This sample document has been reviewed and approved by the NC STATE Office of General Counsel (OGC) and Office of Research, Innovation and Economic Development (ORIED). Substantial changes to this document are not allowed. For convenience, the word CENTER is used throughout this sample document with the understanding that INSTITUTE may be a more appropriate term when drafting a new set of Bylaws (See REGULATION 10.10.04 for additional information). Bylaws are applicable/required only for Centers and Institutes with industry membership component.

[CENTER Name]

NORTH CAROLINA STATE UNIVERSITY

BYLAWS

The [CENTER Name] (CENTER) has been established and is administered by the North Carolina State University (UNIVERSITY) to [brief description of focus area] (the Research Area) and to promote research, education, and training in the Research Area. The CENTER is subject to UNIVERSITY REGULATION 10.10.04, which is incorporated by reference, and may be amended from time to time. The CENTER has developed or plans to develop core research, non-core research, and technology transfer and commercialization activities.

Core research programs are developed jointly by CENTER faculty/staff and CENTER MEMBER companies. Core research programs focus on areas such as[amend to make consistent with the mission of the CENTER]For example:the development of __________________________the modification of __________________________basic studies that lead to a better understanding of technologies in _________________applied research directed at ___________________ the development of instrumentation and test methods related to ____________________

Core research programs are supported by funds from [the State of North Carolina, the United States government and] annual fees paid by MEMBER companies. Research results are placed in the public domain, through presentations and publications, poster presentations, software, and patent disclosures, after via review by the Industrial Advisory Board (IAB) of the CENTER. Policies governing publication and ownership of intellectual property are discussed under the Policies section below.

MEMBERS may choose to provide additional funding for certain core projects approved by the IAB. These projects are termed Enhancement projects and require execution of a short

document.doc Page 1 of 17

Enhancement Project Agreement (Exhibit 1) between each sponsoring MEMBER and UNIVERSITY. Enhancement Project results are subject to the same policies as those governing Core research. The Center may apply for and conduct sponsored projects funded by a member that is outside of the scope of Core or Enhancement projects. Such projects are considered Non-Core and are subject to a separate sponsored project agreement, the terms of which are negotiated by the UNIVERSITY’s Office of Sponsored Programs and Regulatory Compliance Services (SPARCS) as for any other sponsored project funded by an external Sponsor. The IAB should be apprised of the existence of such agreements on a periodic basis but the results of Non-Core projects are not shared with other members.

The CENTER carries out an active program of technology transfer and commercialization supported by funds from [the State of North Carolina, the United States government and] annual fees paid by MEMBERS. This program seeks to disseminate technology developed by the CENTER along with existing knowledge of the management of materials and processes. Such programs are provided in the form of:

training and assistance in the implementation of CENTER developed technology courses taught at research sites workshops at the CENTER industrial internships focused seminars, symposia, and conferences one-on-one consulting.

To carry out its research mission, the CENTER may seek out expertise at UNIVERSITY as well as other research institutions.

A. ORGANIZATIONAL STRUCTURE

The organizational structure of CENTER consists of an administrative office staffed by UNIVERSITY employees and the Industrial Advisory Board (IAB).

The [CENTER Name] administrative office is headed by a Director (and potentially Co-Directors and Associate Directors) and an Administrative Assistant, all of whom are UNIVERSITY employees. [CENTER Name] is also assisted by the Business Manager, College of [_______or UNIVERSITY Executive Officers]. The research functions of the CENTER are managed jointly by the Director and the Associate Directors who are supported by faculty members affiliated with the CENTER.

1. Director/Co-Directors

The Director/Co-Directors of the CENTER are selected by and report to the Research Associate Dean of the College or the Vice Chancellor for Research, Innovation and Economic Development.

document.doc Page 2 of 17

The Director/Co-Directors work closely with the IAB and CENTER faculty to identify key areas of research in support of the CENTER mission and to establish short-range and long-range goals in pursuit of the mission. In like manner, they work with CENTER staff, CENTER faculty, the IAB and the UNIVERSITY Office of Technology Commercialization and New Ventures (OTCNV) to select and implement technology transfer and commercialization activities of the CENTER. The Director/Co-Directors coordinate membership development, non-routine research, and technology transfer and commercialization activities with members of the IAB and the Associate Director as well as other staff.

Specific responsibilities of the Director/Co-Directors include:

coordination of the Core, Enhancement and Non-Core research projects administrative oversight of Core research projects selected for funding by IAB budgeting and administration of CENTER funds

interaction with industry participants through the IAB and other formal and informal mechanisms

interaction with the UNIVERSITY promotion of the research and technology transfer mission of the CENTER seeking new participants in CENTER

making the necessary policy decisions with regard to operation of the CENTER and implementation of the CENTER-related university policies and regulations.

coordinating the annual report and meetings supportive of the mission of the CENTER

coordinating information services related to the CENTER activities overseeing CENTER day-to-day operations.

The Director/Co-Directors has/have administrative authority in the operation of the CENTER, including fiscal management, policy decisions, and management of research projects and appointment of the technical and administrative staff. The Director/Co-Directors receives recommendations and advice from the IAB.

Directors/Co-Directors will be appointed by the Dean of the College of [ or UNIVERSITY Executive Officers] and Head of [ ] department in the College of [ ] and must be approved by the Vice Chancellor for Research, Innovation and Economic Development. The IAB members will have an opportunity to comment on selected appointees prior to their final appointment.

The Director/Co-Directors recommended/appointed shall be individuals with demonstrated knowledge of the field of [ ], an established record of research and scholarship in the field, demonstrated administrative skills, and an acknowledged position of leadership in the industry.

The Associate Director(s) are appointed by the Director/Co-Directors. Other research and administrative staff of the CENTER will be appointed by the Director/Co-Directors in consultation with the Associate Director(s).

document.doc Page 3 of 17

For each revision of the UNIVERSITY’s strategic plan, the Director/Co-Directors will submit a report on the CENTER's plans to the Dean of the College of [ or UNIVERSITY Executive Officers], according to UNIVERSITY policies.

The CENTER will be evaluated by a panel of experts approved by the Vice Chancellor for Research, Innovation and Economic Development every five (5) years as outlined in UNIVERSITY REG 10.10.04.

2. Membership

All companies engaged in [ ], or who are raw material and auxiliary suppliers to industry, or U.S. government organizations which have an interest in [ ], are eligible to be MEMBERS of the CENTER, upon fulfillment of applicable membership obligations. Full and timely compliance with all applicable U.S. and North Carolina laws explicitly condition membership. The UNIVERSITY’s Export Control Compliance Administrator shall review requests for membership by non-US corporations. The IAB will review the membership categories and associated privileges from time to time and advise judicious changes, in accordance with bylaws, when necessary. Multiple-tier membership is available as defined in the Membership Agreement. Any exception to the criteria above must be approved by the IAB.

2.1. Full Members

FULL MEMBERS of the CENTER pay an annual fee to support generic research carried out in the CENTER. FULL MEMBERS have representation, with voting rights, on the IAB. They are eligible to receive rights to inventions conceived by CENTER faculty, staff and students during the conduct of Core research of the CENTER, as set forth in Article B.1. Their representatives are eligible to attend meetings of the CENTER where results of the Core research program are reported. They receive semi-annual progress reports and an annual report of the CENTER. Their staff is eligible to attend workshops, training seminars and research symposia organized by the CENTER at reduced rates mutually agreed upon by the IAB and the CENTER administration. They are eligible to use the research and production facilities of the CENTER for their R&D activities, based on availability, and at reduced fees mutually agreed upon by the IAB and the CENTER administration.

2.2. Associate Members

The IAB assists in recruiting small to medium size companies as ASSOCIATE MEMBERS. The ASSOCIATE MEMBERS pay an annual fee to support Core research carried out in the CENTER, have representation, with voting rights, on the IAB. They are eligible to receive rights to inventions conceived by the CENTER faculty, staff and students during the conduct of Core research of the CENTER, as set forth in Article B.1. Their representatives are eligible to attend meetings of the CENTER where results of the Core research program are reported. They receive semi-annual progress reports and an annual report of the CENTER. Their staff is eligible to attend workshops, training seminars and research symposia organized by the CENTER at reduced rates mutually agreed upon by the IAB and the CENTER administration. They are eligible to use the research and production facilities of the CENTER for their R&D activities,

document.doc Page 4 of 17

based on availability, and at reduced fees mutually agreed upon by the IAB and the CENTER administration.

2.3. Affiliate Members

AFFILIATE MEMBERS are non-commercial organizations, such as government laboratories and not-for-profit associations, interested in being supportive of and affiliated with the CENTER. AFFILIATE MEMBERS pay an annual fee to support Core research carried out in the CENTER. Their representatives attend the CENTER meetings where research progress is reported and receive non-proprietary reports. AFFILIATE MEMBERS are not entitled to rights to inventions made by the CENTER.

AFFILIATE MEMBERS do not have representation on the IAB, do not have voting rights and are not eligible to sponsor Enhancement projects. They are eligible to use the research and production facilities of the CENTER for their R&D activities, based on availability. Their staff is eligible to attend workshops, training seminars and research symposia, organized by the CENTER, at reduced rates mutually agreed upon by the IAB and the CENTER administration.

2.4. In-Kind Support

CENTER will accept in-kind contributions as payment of membership fees for one year at a time, subject to the following considerations:

2.4.1. In-kind contributions will be valued at no more than their cash equivalent.

2.4.2. The value of an in-kind contribution must be at the best commercial and/or government rate for sale of the product provided as an in-kind contribution.

2.4.3. In-kind contribution in lieu of membership fee payments must be agreed to by the CENTER management, and approved by a unanimous vote of the IAB, documented (in a letter from the contributor describing in detail the in-kind contribution and its monetary value and signed by an authority thereof) and filed while processing the membership agreement through UNIVERSITY internal tracking system..

2.4.4. All ownership of the in-kind product, service or information conveys to the CENTER, including all Intellectual Property derived using the in-kind contribution, in a manner identical to that as if the product were purchased from the contributor.

3. Industrial Advisory Board

3.1. Representation

document.doc Page 5 of 17

Each FULL MEMBER is represented on the IAB by one (1) individual (together with a designated alternate) and has one (1) vote. Each ASSOCIATE MEMBER is represented on the IAB by one (1) individual and has one half (0.5) vote.

3.2 IAB Responsibilities

The IAB reviews proposed and existing CENTER programs and recommends alternatives or additions; it also reviews budgets and policies pertaining to any aspect of the CENTER. In particular the IAB:

receives annual reports of the CENTER reviews and approves operating and research budgets makes policy recommendations consults on Director/Co-Director selection reviews and approves fee structure, the voting rights and the associated privileges

assures proper balance between Core and Non-Core Research programs in the CENTER

advises on criteria for admittance as FULL, ASSOCIATE or AFFILIATE MEMBERS

approves in-kind support in lieu of membership reviews all Core-Research proposals and recommends priorities to the

Director/Co-Directors via voting on proposal selection and funding decisions attends the annual meetings of the CENTER and receives progress reports.

3.3. Chair and Vice-Chair Terms

The IAB Chair shall serve a two (2) year term. The IAB Vice-Chair shall serve a two (2) year term followed by a two (2) year term as IAB Chair.

3.4. Elections

Elections shall occur at the annual meeting or as required to fill vacancies.

B. POLICIES

1. Intellectual Property Policy Regarding Core Research

1.1. Ownership

Title to any Intellectual Property (IP) conceived and actually or constructively reduced to practice in the performance of the Core Research shall remain exclusively with the UNIVERSITY (UNIVERSITY IP), provided, however, that the UNIVERSITY shall grant to MEMBERS a non-exclusive and non-sub-licensable royalty-free R&D license to make and use patentable UNIVERSITY IP for internal MEMBER use only, but not for sale or commercial

document.doc Page 6 of 17

exploitation, MEMBERS agreeing to share in the cost of patenting such UNIVERSITY IP shall have certain additional rights and options as further discussed below.

1.2. Disclosure to MEMBERS

1.2.1. Disclosures associated with UNIVERSITY IP shall be promptly delivered to FULL MEMBERS by the UNIVERSITY. FULL MEMBER(s) shall provide notice in writing to the UNIVERSITY to acquire license rights and to support patent filings within ninety (90) days from receipt of such UNIVERSITY invention disclosure. FULL MEMBER(s) agreeing to share in the cost of patenting for such UNIVERSITY IP (“PARTICIPATING MEMBER(s)”) shall be liable for and share all costs related to patenting including prosecution and maintenance, unless the PARTICIPATING MEMBER(s) provide a thirty (30) day notice that they do not wish to support patenting costs, after which thirty (30) days, PARTICIPATING MEMBER(s) shall not be liable for any future patenting costs and shall forfeit rights and options of a PARTICIPATING MEMBER in such UNIVERSITY IP.

1.2.2. If no FULL MEMBERS are PARTICIPATING MEMBERS at the end of the

ninety (90) day period for notice to the UNIVERSITY to acquire license rights, UNIVERSITY IP will be promptly disclosed to ASSOCIATE MEMBERS, who will have the same opportunity to license and obligation to share patent costs as was provided to FULL MEMBERS.

1.3. Patent Prosecution

UNIVERSITY shall file for, prosecute and maintain patents for UNIVERSITY IP on behalf of the CENTER if patent protection is desired by at least one PARTICIPATING MEMBER(s). The PARTICIPATING MEMBER(s) desiring the filing, prosecution and maintenance of a patent shall equally share the cost of doing so and shall have the right to advise the UNIVERSITY regarding the manner of filing and prosecution of the patent and its subsequent maintenance, as long as such advice does not conflict with UNIVERSITY policies, practices, procedures and interests. Payment will be made to UNIVERSITY within thirty (30) days of PARTICIPATING MEMBER’s receipt of an invoice for such expenses. Failure to make payment within thirty (30) days shall result in the termination of the PARTICIPATING MEMBER’s option and negotiation right.

1.4. License to non-MEMBERS

In the event that no FULL MEMBER nor ASSOCIATE MEMBER is a PARTICIPATING MEMBER at the end of the notice period for both, or if all FULL MEMBERS and ASSOCIATE MEMBERS have declined in writing to become PARTICIPATING MEMBERS prior to the end of the notice period, the UNIVERSITY may make such UNIVERSITY IP available to any company for an exclusive or non-exclusive royalty-bearing license to make, use and sell associated products and services for commercial purposes.

1.5. Licensing to PARTICIPATING MEMBERS

document.doc Page 7 of 17

1.5.1. PARTICIPATING MEMBER(s) shall have an option to acquire a royalty-bearing license to make, use and sell products, services or processes associated with UNIVERSITY IP for commercial purposes.

1.5.2. In the event that there is only one PARTICIPATING MEMBER, then that PARTICIPATING MEMBER who has said option shall have the right to negotiate for and execute a commercial royalty-bearing fully sublicenseable exclusive license for all fields of use (EXCLUSIVE LICENSE) or a commercial royalty-bearing field of use specific license with ability to grant sublicenses in said specific field of use (FIELD EXCLUSIVE LICENSE) within six (6) months of the filing of a patent application, extendable solely at the UNIVERSITY’S discretion.

1.5.3. In the event that there are multiple PARTICIPATING MEMBERS exercising option rights to acquire a license to UNIVERSITY IP, UNIVERSITY shall provide a joint notice of such multiple options to said PARTICIPATING MEMBERS. PARTICIPATING MEMBERS may then elect the right to negotiate and execute a commercial royalty-bearing non-exclusive license with the limited ability to grant sublicenses for said PARTICIPATING MEMBERS’s own manufacturing purposes only (NON-EXCLUSIVE LICENSES) or FIELD EXCLUSIVE LICENSES. Any such election to acquire FIELD EXCLUSIVE LICENSES must be made by unanimous mutual agreement between said PARTICIPATING MEMBERS within two (2) months of the receipt of the joint notice of multiple options from UNIVERSITY (ELECTION PERIOD). The said unanimous election shall be in writing and identify the mutually exclusive fields of use, as agreed to by said PARTICIPATING MEMBERS. This ELECTION PERIOD is extendable only once by an additional two (2) months by unanimous written request of said PARTICIPATING MEMBERS and solely at UNIVERSITY’S discretion.

1.5.4. If a unanimous written election for FIELD EXCLUSIVE LICENSES is received, said PARTICIPATING MEMBERS have six (6) months from the day of election to negotiate for and execute the FIELD EXCLUSIVE LICENSES. If no such unanimous election for FIELD EXCLUSIVE LICENSES is made within the ELECTION PERIOD, and there are two or more PARTICIPATING MEMBERS, said PARTICIPATING MEMBERS shall be eligible to negotiate for and execute NON-EXCLUSIVE LICENSES within six (6) months of expiration of the ELECTION PERIOD. If there is only one PARTICIPATING MEMBER remaining at the end of the ELECTION PERIOD, said PARTICIPATING MEMBER shall be eligible to negotiate for and execute either a FIELD EXCLUSIVE LICENSE or EXCLUSIVE LICENSE within six (6) months of expiration of the ELECTION PERIOD. If only one PARTICIPATING MEMBER executes a FIELD EXCLUSIVE LICENSE or a NON-EXCLUSIVE LICENSE, the said PARTICIPATING MEMBER shall have an additional three (3) months option to re-negotiate and convert the NON-EXCLUSIVE LICENSE or FIELD EXCLUSIVE LICENSE to an EXCLUSIVE LICENSE. PARTICIPATING MEMBER(s) who do not execute licenses within six (6) months from the expiration of the ELECTION PERIOD shall have no further commercial rights to the UNIVERSITY IP.

1.5.5. If two or more NON-EXCLUSIVE LICENSES are executed as provided above in Section B.1.5.3, UNIVERSITY shall offer no additional licenses as long as two or more such NON-EXCLUSIVE LICENSES are in effect.

document.doc Page 8 of 17

1.6. Licensing to non-MEMBERS

In the event that the time period for negotiating an EXCLUSIVE, FIELD EXCLUSIVE or NON-EXCLUSIVE LICENSE(s) has expired and the UNIVERSITY has not extended such negotiation period or executed such licenses, or all such licenses have terminated, the UNIVERSITY may make such UNIVERSITY IP available to any company for an exclusive, field exclusive, or nonexclusive royalty-bearing license to make, use and sell associated products and services for commercial purposes. However, if one or more FIELD EXCLUSIVE LICENSES have been executed, then UNIVERSITY can offer additional FIELD EXCLUSIVE LICENSES for fields of use not already licensed to other MEMBERS.

1.7. Bayh-Dole Compliance

All MEMBERS acknowledge and agree that the UNIVERSITY shall grant the U.S. Government a non-exclusive, nontransferable, paid-up, worldwide license to practice or have practiced any UNIVERSITY IP developed or resulting from federally funded research.

2. Software Copyright Policy

Copyright to the software developed by the CENTER will belong to UNIVERSITY. All software developed pursuant to Core Research shall be disclosed to the UNIVERSITY as required by the Patent and Tangible Research Policy and the Copyright Policy. During the term of their membership, the FULL MEMBERS and ASSOCIATE MEMBERS (not AFFILIATE MEMBERS) will be granted a non-exclusive, royalty-free, end-user license for internal use only to all software resulting from Core Research. Commercialization rights will be the same as those outlined under the Intellectual Property Policy in B.1. above.

3. Confidentiality Policy

3.1. Disclosure

MEMBERS and CENTER will limit disclosure of proprietary information to the amount necessary to carry out CENTER research. However, in the normal and routine operation of the CENTER as detailed in the Membership Agreement and these Bylaws, there may be the need for a party to disclose information that is confidential and proprietary to the discloser. All such information shall be disclosed by the disclosing party in writing and designated as “Confidential” at the time of disclosure, or, if disclosed orally, shall be identified as confidential at the time of disclosure and confirmed in writing as being “Confidential” within thirty (30) days of such disclosure. (“Confidential Information”)

3.2. Confidentiality Obligations and Use

Subject to this Article B.3., the CENTER and MEMBERS shall, for a period of three (3) years following the date of such disclosure, use the Confidential Information only for purposes of CENTER research and exercise the same degree of care to prevent inadvertent or

document.doc Page 9 of 17

unauthorized disclosure that it applies to its own trade secrets and/or confidential and proprietary information. However, neither CENTER nor MEMBER shall be liable for disclosure of such Confidential Information which:

3.2.1.is or becomes available to the public other than by breach of any obligation herein assumed by the recipient;

3.2.2.is furnished to a third party by discloser without restriction of the third party's right to disseminate the Confidential Information;

3.2.3.is disclosed with the discloser’s written permission; 3.2.4.is already known to the recipient other than from any previous unexpired

confidentiality obligation with discloser as evidenced by tangible records; 3.2.5.is independently developed by the recipient as evidenced by tangible records; or3.2.6.is disclosed to the recipient by a third party having the right to make such

disclosure.

3.3. Confidentiality Term

The obligations described in Article 3 (b) above shall continue with respect to any Confidential Information disclosed hereunder for a period of three (3) years from the date of disclosure thereof, regardless of whether FULL MEMBER and/or ASSOCIATE MEMBER remains a FULL MEMBER and/or ASSOCIATE MEMBER of the CENTER during said period.

4. Export Control

It is not anticipated that MEMBERS will exchange any information, data, software, or materials that are Export Controlled under the Export Administration Regulations (EAR), Title 15, sections 730-774 of the Code of Federal Regulations (CFR) or the International Traffic in Arms Regulations (ITAR), 22 CFR sections 120-130. MEMBER agrees to provide the CENTER at least ten (10) business days in advance with written notice of its intention to deliver any information, data, software, technology or materials that are Export Controlled. MEMBER and CENTER each agree to take such measures as may be necessary to ensure that any Export Controlled information, data, software or materials provided to CENTER shall not be exported from the United States or re-exported to any other country without first complying with applicable Export Control laws and regulations.

5. Publication Policy

For the purposes of this Article B.5. “Publication” shall be deemed to mean any written, oral, or other public divulgence of research results, including the public use or sale of an invention based on the research results, to the extent that any such event could bar the availability of patent protection in foreign jurisdictions or trigger the one-year grace period in the U.S. within which a U.S. patent application must be filed.

Publication of research results in scientific journals is encouraged. In order to prevent untimely publication of patentable research, a publication-delay mechanism has been established. Notification of intent to publish must be sent to each member of the IAB. Any member of the

document.doc Page 10 of 17

board can request a delay in publication to determine whether the paper contains patentable material. If it is determined that patentable material is contained in the proposed publication, such material will be either deleted or publication will be suspended for a maximum of six (6) months from the date of disclosure to the IAB in order to permit the filing of an application for intellectual property protection. The IAB member must request this delay in publication within thirty (30) days of receipt of the notice of pending publication. Failure to respond by a given IAB member shall be construed as approval of the publication by that member.

Under no circumstances will a student’s thesis, for which funds are derived from the CENTER, be delayed in degree confirmation; provided, however, that student theses shall be subject to a six-month delay provision following their approval before they are made publicly available in UNIVERSITY libraries; and provided, further, that the UNIVERSITY may be released from this six-month delay period if the IAB members unanimously acknowledge that the thesis does not disclose patentable subject matter, or if a U.S. patent application is placed on file which covers the subject matter of the thesis.

6. Communications Policy

FULL MEMBERS and ASSOCIATE MEMBERS receive a semi-annual technical report of research progress. The CENTER also publishes the Annual Report in which CENTER accomplishments, financial status and prospects for the future are reviewed. CENTER investigators transmit project manuscripts, preprints and theses in accordance with the above publication and patent policies. Reports are distributed at the scheduled meeting.

Two meetings per year of IAB are held. The meetings deal with technical and administrative topics. The CENTER hosts one annual meeting for all members at the UNIVERSITY campus, to present an executive summary of the year's accomplishments. Scientific results from the CENTER are discussed in presentations and demonstrated visually. The Director shall review presentations prior to presentation to ensure that any intellectual property is protected from a disclosure that would preclude patent or other intellectual property filing. Involvement of graduate students, postdoctoral fellows and research associates is utilized under appropriate conditions of confidentiality. Due to the fact that some attendees may not be UNIVERSITY employees, it may be necessary to obtain signed confidentiality agreements. The CENTER Director should make this determination prior to any presentation and if there is any doubt, should contact the OTCNV.

7. Compliance with United States Antitrust and Competition Laws

The CENTER includes among its MEMBERS parties who are business competitors. It is the policy of the CENTER to comply with United States antitrust and competition laws that apply to each of its MEMBERS and to encourage its MEMBERS to do so as well. Accordingly, in connection with any meeting or activity sponsored by the CENTER, no MEMBERS shall reach any agreement or exchange any information concerning cost or pricing information, sales or marketing strategies, terms and conditions of purchase or sale, the allocation of customers or territories. All MEMBERS shall avoid even the appearance of such agreements or exchanges of information. If discussions prohibited by this rule take place in any such meeting or activity, all MEMBERS should cease participation immediately. In order to minimize the likelihood of such

document.doc Page 11 of 17

an occurrence, all meetings and activities sponsored by the CENTER shall be conducted in accordance with a published agenda and shall be documented in appropriate meeting minutes.

8. Phase-out Policy

If pursuant to its five (5) year evaluation under Article A.1 of these Bylaws and UNIVERSITY REGULATION 10.10.04, the evaluation panel finds that the focus, performance, or mission of the CENTER is no longer relevant or appropriate, the CENTER will be disestablished by the UNIVERSITY’s Chancellor.

Subject to the availability of funds, the phase-out period for the CENTER will be sufficient to permit an orderly termination or transfer of contractual obligations and will allow ample time to find alternate employment for full-time staff. Normally, the phase-out period will be no more than one year after the end of the membership cycle in which the decision is made to discontinue the unit.

B. INDUSTRY-UNIVERSITY INTERACTIONS

1. Industry Personnel as Visiting Scientists

Industry personnel from FULL and ASSOCIATE MEMBERS (not AFFILIATE MEMBERS) may have the opportunity to participate directly in CENTER research as visiting scientists, with the approval of the CENTER Director and Dean of the College. Lengths of assignments and responsibilities will be determined on an individual basis, but all MEMBER participants will be required to sign a Visiting Scientist agreement.

D. AMENDMENT OF BYLAWS

These Bylaws may be amended by a two-thirds (2/3) vote of IAB voting members present at a meeting of which members were notified at least two (2) weeks in advance. Amendments are not effective until ratified in writing by UNIVERSITY’S Office of General Counsel and Office of Research, Innovation and Economic Development.

E. Sample Annual Membership fee structure

FULL MEMBER - $50,000ASSOCIATE MEMBER - $25,000AFFILIATE MEMBER - $5,000

document.doc Page 12 of 17

Exhibit 1

[CENTER Name]

ENHANCEMENT PROJECT AGREEMENT

NC STATE File No. _________________

This Agreement is entered into by and between North Carolina State University (UNIVERSITY) and [______________] (SPONSOR).

Whereas SPONSOR is a MEMBER of the [CENTER Name] at UNIVERSITY and the Enhancement Project contemplated by this Agreement is of mutual interest and benefit to the UNIVERSITY and SPONSOR, and will further the instructional, research, and public service objectives of the UNIVERSITY in a manner consistent with its status as a public educational institution.

1. Scope of Work. The UNIVERSITY will use its best efforts to perform activities as described in its Enhancement Project entitled [________________________________________________], which is attached hereto as Appendix A and hereby made a part of this Agreement.

2. Term. The activities of this project shall be conducted during the period beginning [start date] through [end date], subject to SPONSOR’S “member-in-good-standing” status with CENTER.

3. Payment. SPONSOR agrees to support the UNIVERSITY’s costs incurred conducting the activities as stated in Appendix A, in the amount of $ [__________]. This amount shall not be exceeded by the UNIVERSITY without the written authorization of the SPONSOR. Payment shall be made upon receipt of the UNIVERSITY’s invoice in accordance with the following schedule:

fifty (50) % of the total costs upon execution of this Agreementfifty (50) % upon submission to the SPONSOR of the Final Technical Report due in thirty (30) days after the end date of the project[these are the typical payment terms though they may be changed based on the mutual agreement]

4. Termination. Performance under this Agreement may be terminated by SPONSOR at any time upon sixty (60) days written notice to UNIVERSITY. Upon receipt of notification, UNIVERSITY must proceed in an orderly fashion to limit or terminate any outstanding commitments and/or to conclude the project. UNIVERSITY must be reimbursed by SPONSOR for all costs and noncancelable commitments incurred in performance of the work prior to receipt of termination notice. UNIVERSITY may terminate performance if circumstances beyond its control preclude the continuation of the Research. If UNIVERSITY terminates, UNIVERSITY must reimburse SPONSOR

document.doc Page 13 of 17

all unexpended funds, except for those funds needed to pay for noncancelable commitments.

5. Remaining Funds. Any residual funds left upon completion of an enhancement project will be transferred back into a pool membership dues account.

6. Controlling Terms and Conditions. The terms and conditions set forth in the [CENTER Name] Membership Agreement and Bylaws shall govern this project.

In witness whereof, the parties hereto have executed this Agreement effective as of the last hereinafter written.

SPONSORSPONSOR UNIVERSITY

SPONSOR UNIVERSITY

By: _______________________________ By: _______________________

Title: ______________________________ Title: ______________________

Date: ______________________________ Date: ______________________

document.doc Page 14 of 17

SAMPLE MEMBERSHIP AGREEMENT

The example of a Membership Agreement given below is typical of the document used for Industry-University Research Cooperative CENTER/INSTITUTE. This sample document has been reviewed and approved by NC STATE Office of General Counsel (OGC) and Office of Research Innovation and Economic Development (ORIED). For convenience, CENTER is used throughout the document to refer to either CENTER or INSTITUTE.

[CENTER Name]NORTH CAROLINA STATE UNIVERSITY

MEMBERSHIP AGREEMENT

This Agreement is made by and between North Carolina State University at Raleigh, North Carolina (UNIVERSITY) and [Company name and full address] (MEMBER).

WHEREAS, the parties to this Agreement intend to join together in a cooperative effort to support a [CENTER Name] (CENTER) at UNIVERSITY to maintain a mechanism whereby the UNIVERSITY environment can be used to develop a better understanding of [Research Area], stimulate industrial innovation, and provide UNIVERSITY with strengthened educational capability in these fields.

Now, therefore, for the mutual benefits and considerations each to the other, the parties hereto agree to the following terms and conditions:

1. CENTER Operation. The organization and operation of CENTER will be as specified in the BYLAWS. CENTER will be operated by employees of UNIVERSITY. The CENTER is currently supported jointly by the industrial sponsors including MEMBER, [the state of North Carolina, federal government funding] and the UNIVERSITY.

2. Membership Fees. COMPANY agrees to pay the nonrefundable membership dues listed below annually for the period [chose one: January 1, 2017 to December 31, 2019 or July 1, 2017 to June 30, 2019], unless terminated in accordance with the clause below, in support of the CENTER, thereby becoming a MEMBER in the category indicated below entitled to the privileges spelled out in the bylaws of the CENTER. Annual dues may be changed in accordance with the Bylaws and by amendment to this agreement.

Full Member $50,000 Associate Member $25,000 Affiliate Member $5,000

3. Term and Termination. Because research of the type to be done by the CENTER takes time and research results may not be obvious immediately, the MEMBER joins the CENTER with the intention of remaining a dues paying member for at least three (3) years, but there is no obligation to continue membership or make contributions beyond the first year. The MEMBER may terminate this agreement by giving UNIVERSITY

document.doc Page 15 of 17

ninety (90) day written notice prior to the annual contract renewal date. Membership in the CENTER shall become effective upon full execution of this agreement and first payment of dues by the MEMBER.

4. Payment. University shall submit an initial invoice to the MEMBER for the payment of the first year dues (prorated for the incomplete year if applicable) within thirty (30) days after this Agreement is fully executed. For subsequent years, University shall invoice the MEMBER on or before [December 1/June 1] of the current year of membership. Invoices will be due and payable in lump sum thirty (30) days after the MEMBER’s receipt thereof. If payment is not received within thirty (30) days from receipt of invoice, UNIVERSITY may terminate the MEMBER’s membership by providing written notice of termination. If UNIVERSITY does not receive payment in full within thirty (30) days of sending notice of termination, MEMBER’s membership will automatically terminate and MEMBER will have no further rights under this Membership Agreement. Checks should be made payable to North Carolina State University and mailed to North Carolina State University, Office of Contracts and Grants, 2701 Sullivan Drive, Admin. Services III, Box 7214, Raleigh, NC 27695-7214.

5. Intellectual Property. All inventions conceived and actually or constructively reduced to practice by the UNIVERSITY in the course of research in Core Research program will be promptly disclosed to the members of the CENTER in accordance with the BYLAWS and intellectual property ownership and rights shall be as set forth in the BYLAWS, as they may be amended from time to time.

6. Liability. The CENTER is a part of the North Carolina State University, which is the legal entity entering into this agreement with MEMBER. The CENTER acknowledges and agrees that the UNIVERSITY shall be responsible for personal injury or property damage caused by the acts and omissions of its employees to the extent of the State of North Carolina’s waiver of immunity under the North Carolina Tort Claims Act, N.C. Gen. Stat. 143-291 et seq.

7. Choice of Law. This Agreement is acknowledged to have been made and must be construed and interpreted in accordance with the laws of the State of North Carolina, United States of America, without regard for its conflicts of laws provisions, except where MEMBER is a federal entity, federal law will apply as appropriate. Where MEMBER is Non-North Carolina state governmental entity, this Section will be deemed to be deleted and replaced with the following: “Nothing in this Membership Agreement is intended to cause MEMBER to waive the legal immunities and defenses provided under its State laws.”

8. Relationship of the Parties. For the purposes of this Agreement and all services to be provided hereunder, the MEMBER and UNIVERSITY shall be, and shall be deemed to be, independent contractors and not agents or employees of the other parties. None of these parties shall have authority to make any statements, representations or commitments of any kind, or to take any action which shall be binding on the other parties.

document.doc Page 16 of 17

9. Assignment. This Agreement may not be assigned by either party without the prior written consent of the other party.

10. Entire Agreement. This Agreement, together with the BYLAWS, as amended from time to time, the current version of which is appended hereto as Appendix A, embodies the entire understanding of the parties, superseding any prior or contemporaneous representations, either oral or written regarding this matter. Only written modifications to this Agreement or duly enacted amendments to the BYLAWS will affect changes to this Agreement.

Date: __________ ________________________________________[Officer of the Company][Name, Company Name, full address, phone number and email address]

Date: __________ ________________________________________[Officer of the North Carolina State University]

document.doc Page 17 of 17