153-22 Agreement - Montclair State University to Provide COVID-19 Vaccination Services - 2022.pdf

3.5 In the event Company fails to make timely payment to MSU, interest shall accrue upon unpaid, undisputed amounts at a rate of 1.5% per month. In the event MSU is required to undertake collection efforts to obtain payment of undisputed amounts past due, Company shall reimburse MSU all collection costs and fees, including attorney’s fees. ARTICLE 4: TAXES MSU shall be responsible for the payment of all applicable taxes with respect to the labor and materials used in connection with the Work, including, without limitation, all unemployment, payroll and social security taxes. MSU is exempt from all New Jersey sales, use and local taxes under N.J.S.A. 54:32B-9A. ARTICLE 5: OWNERSHIP and USE of DOCUMENTS 5.1 Company agrees that any work, discoveries, inventions, or improvements developed by MSU solely or with others, resulting from the performance of this Agreement are the property of MSU, and Company agrees and does hereby assign all rights therein to MSU. Company further agrees to provide MSU with any assistance required to obtain patents or copyright registrations, including the execution of any documents submitted by MSU. 5.2 MSU MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE CONDITION OF THE WORK PRODUCT OR SERVICES, WHETHER TANGIBLE OR INTANGIBLE, CONCEIVED, DISCOVERED OR DEVELOPED UNDER THIS AGREEMENT; OR THE NON-INFRINGEMENT, OWNERSHIP, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE RESEARCH OR ANY SUCH INVENTION OR PRODUCT. 5.3 MSU makes no warranty on the work product produced pursuant to this subcontract and is provided “as is” and makes no warranty that it does not infringe the intellectual property rights of any third party. Any intellectual property (including copyrightable work, trademarks and patents) generated by MSU in the course of this Agreement shall be the property of the MSU, but subject to a non-exclusive, revocable royalty-free perpetual license to Company to use the intellectual property for its own internal research purposes. 5.4 Consistent with its status as a non-profit academic institution of higher education, MSU shall be free to publish or otherwise publicly disseminate the results of the services provided pursuant to this Agreement. 5.5 This provision shall survive expiration and termination of this Agreement. ARTICLE 6: INDEMNITY 6.1 Any agreement or

ly disseminate the results of the services provided pursuant to this Agreement. 5.5 This provision shall survive expiration and termination of this Agreement. ARTICLE 6: INDEMNITY 6.1 Any agreement or arrangement signed or entered into on behalf of Montclair State University and/or the State of New Jersey by a State Official or employee shall be subject to all of the provisions of the New Jersey Tort Claims Act, N.J.S.A. 59:1-1 et seq., the New Jersey Contractual Liability Act, N.J.S.A. 59:13-1 et seq. and the availability of appropriations. The