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<br />Acknowledgment and Agreement must be met before payment will be made. If the grant is conditional or
<br />contingent, all conditions and contingencies must be met before payment will be made.
<br />12. The Grantee agrees to submit an Interim Report to the Foundation biannually, to be received by the Foundation
<br />six months from the date of award and every six months thereafter. The Grantee agrees to submit a Final Report
<br />for receipt by the Foundation within sixty (60) days after the completion of all obligations for the project
<br />funded. No further Interim Reports will be required after a Final Report is submitted. Report forms may be
<br />found on the Foundation's website, www.poldenleaf.ora The Grantee will furnish additional or further reports
<br />if so requested by the Foundation on forms prescribed by the Foundation. Failure to submit a required report by
<br />the scheduled submission date will result in the withholding of any subsequent grant payment until the
<br />Foundation receives the delinquent report.
<br />13. The Grantee agrees to maintain full, accurate and verifiable financial records, supporting documents, and all
<br />other, pertinent data for the project funded in such a manner so as to identify and document clearly the
<br />.expenditure of Foundation funds provided, separate from accounts for other awards, monetary contributions, or
<br />other revenue sources for the project funded. The Grantee agrees to retain all financial records, supporting
<br />documents, and all other pertinent records related to the project funded for a period of five (5) years from the
<br />end of the grant funding period. In the event such records are audited, all project records shall be retained
<br />beyond such five -year period until all audit findings have been resolved. The Grantee shall make available to
<br />the - Foundation; or the Foundation's designated representative, all of the Grantee's records that relate to the
<br />project funded, and shall allow the Foundation or the Foundation's representative to audit, examine and copy
<br />any data, documents, proceedings, records and notes of activity relating to the project. Access to these records
<br />shall be allowed upon request at any time during normal business hours and as often as the Foundation or its
<br />representative may deem necessary. The Grantee may be subject to audit by the State Auditor.
<br />14. In consideration of its receipt of funds granted by the Foundation, the Grantee agrees that during the course of
<br />the project funded by the grant, the Grantee, and any recipient of grant funds, will promptly disclose to the
<br />Foundation any improvements, inventions, developments, discoveries, innovations, systems, techniques, ideas,
<br />processes, programs, and other things, whether patentable or unpatentable, that result from any work performed
<br />by or for the Grantee in connection with the project funded, or by individuals whose work is funded by the grant
<br />(the "New Developments "). If Grantee notifies the Foundation of any Invention Disclosure Reports it receives
<br />from Grantee employees that report making inventions under this Agreement, then Grantee will be deemed to
<br />have satisfied the disclosure requirement in the preceding sentence.
<br />The Grantee agrees that it, and any recipient of grant funds, shall take all reasonably appropriate actions to
<br />assure that the New Developments shall be and remain the sole and exclusive property of the Grantee. In the
<br />event that the interests of the public would be served by commercialization of the New Developments, the
<br />Grantee agrees to use its best reasonable efforts to pursue the commercialization of any such New Developments
<br />in a manner that will serve the interests of the public, including but not limited to the transfer, assignment or
<br />licensing of such New Developments; provided, however, that the Grantee, and any recipient of grant funds,
<br />shall not transfer, assign or license such New Developments in part or in whole without first having obtained the
<br />written consent of the Foundation.
<br />Any revenue generated as a result of transferring, assigning, or licensing New Developments will be managed
<br />by the Grantee in accordance with its published patent, copyright and technology transfer procedures, if any, and
<br />in the absence of such procedures such revenue will be managed by the Grantee in accordance with procedures
<br />approved by the Foundation. Such procedures typically will prioritize the distribution of revenues to insure that
<br />the Grantee first honors its obligation to its inventors and then to cover its own out -of- pocket expenses as
<br />necessary to protect its intellectual property.
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