University Counsel Administration

MODEL TEAMING AGREEMENT

This TEAMING AGREEMENT, made and entered into effective the day of ______________ , between _____________________ and _____________________; collectively the "parties." WITNESSETH: WHEREAS, the above identified parties, because of their diverse capabilities, have determined that they would benefit from a teaming arrangement between their respective organizations, in order to develop the best approach in response to , hereinafter referred to as the "Project," to be funded by (the "Funding Source") by the award of a contract (or grant, award or similar instrument); and in the event of a contract award arising out of these premises, the parties agree that shall be the prime contractor, hereinafter referred to as the "Prime," and shall be the subcontractor(s), hereinafter referred to as the "Sub(s)," for the particular phases of such Project as identified herein; and, WHEREAS, the Prime and the Sub(s) have agreed as set forth in the attached Exhibit 1 hereof to a division of responsibilities covering work to be performed by the Prime and the Sub(s) on the subject solicitation; and, NOW THEREFORE, in consideration of the mutual promises hereinafter contained, the parties hereto hereby agree as follows:

1. PROPOSAL ACTIVITIES

1.1 It is understood that the Prime will, in any proposal which the parties submit and in all discussions with respect thereto, identify the Sub(s) as its team member(s), and will state in such proposal or discussions the relationship of the parties as hereinafter set forth and the spheres of endeavor and responsibility of each party as set forth in the attached Exhibit 1. 1.2 Each party will bear all costs, risks and liabilities incurred by it arising out of its obligations and efforts under this Agreement during the preproposal and proposal periods, which are defined as the periods up to an award of a prime contract. However, the Prime will be responsible for the graphic arts, printing, binding, and delivery costs of the proposal. No party shall have any right to any reimbursement, payment, contribution or compensation of any kind from another party during the period up to the award of a prime contract. 1.3 The Prime will have the sole right to decide the form and content of all documents submitted to the Funding Source; however, the Prime will afford the Sub(s) the opportunity to review the form and the content of the proposal and will make reasonable efforts to ensure that the Sub's data is adequately portrayed. The Sub will offer the Prime advice and aid, and will supply, in a timely manner, all necessary engineering, management, technical, and other services, as well as cost, pricing and scheduling information, exhibits, designs, and plans related to the program work, which it proposes to perform, so as to enable the Prime to fully respond to the Funding Source's proposal requirements. 1.4 It is agreed between the parties that the Prime shall be the prime contact with the Funding Source concerning the Project. In the event it becomes desirable for the Sub to contact the Funding Source concerning the Project, such contact shall be approved by the Prime to ensure coordination of efforts and understanding of commitments prior to such contact.

1.5 Although the Prime is contemplated as the prime interface with the Funding Source, it is recognized that the Sub has continuing relations with the Funding Source and may be recipient of inquiries concerning the subject matter of this Agreement. Therefore, any cogent communications invited by the Funding Source directly with the Sub concerning any matter involving this Agreement shall not be deemed to be a breach of this Agreement, provided the Prime is notified in a timely manner thereof by the Sub.

2. AWARD OF CONTRACT

2.1 If Prime is selected by the Funding Source as the prime contractor for the Project, Prime will offer to Sub subcontracts for the program work set forth in Exhibit 1 hereof. Any such subcontract, or changes or supplements thereto, shall be subject to applicable laws, regulations and the terms of the prime contract, and mutual agreement on subcontract terms and conditions. Prime will exert all reasonable efforts to secure any necessary Funding Source approval. Sub will, in the event of the award to Prime of such prime contract, accept subcontracts to perform work and render services in accordance with Exhibit 1 hereto, subject to mutual agreement on other subcontract terms and conditions. The parties agree to negotiate in good faith on the terms of any such subcontract. In the event mutually acceptable subcontract terms and conditions cannot be negotiated by the parties within a reasonable time, and in any event within thirty (30) days after notice of award of the prime contract to Prime, Prime shall have the right, upon ten (10) days prior notice to Sub, to terminate this Agreement and make other arrangements for the performance of the work contemplated to have been covered by the subcontract, in which case the rights and obligations of both parties under this Agreement will terminate, except as expressly provided in Sections 4 and 5 hereof.

2.2 It is intended that Prime's subcontract to Sub will include provisions for progress payments which will provide for payment to Sub for costs and fees invoiced. Payment to Sub will be made within thirty (30) days of Prime's receipt of payment from the Funding Source.

3. TERM AND TERMINATION

3.1 Except as expressly provided elsewhere in this Agreement, this Agreement shall remain in force from the effective date hereof until the Project is awarded by the Funding Source; and, if the award is to the Prime, then throughout the period of sub-contract negotiations between the Prime and the Sub. In any event, however, this Agreement shall terminate at the earliest of the following, unless extended by mutual agreement of the parties:

a. An official announcement by the Funding Source that the Project has been cancelled. b. Upon the award of a prime contract for the Project to a contractor(s) other than the Prime. c. Mutual consent of both parties by execution of a rescission agreement. d. Inability of the Prime and the Sub negotiating in good faith to reach agreement on the terms of a subcontract offered by the Prime, in accordance with this Agreement. e. Execution by the parties of subcontracts contemplated by this Agreement. f. The expiration of one (1) year from the effective date hereof. g. Funding Source disapproval of the selection of the Sub, or direction to select someone other than the Sub for the Project.

h. A decision by the Prime not to submit a proposal to the Funding Source for the Project.

3.2 The termination of this Agreement shall not supersede the understandings of the parties set forth herein, nor the obligations that, to be effective, must continue past its term.

4. PROPRIETARY INFORMATION

4.1 During the preparation of the proposal, certain technical and other information deemed proprietary and confidential by a party may be disclosed to another party. The receiving party shall receive any such information in confidence, accord it such protection that the receiving party customarily accords to confidential and proprietary information, and use such information solely and exclusively in the discharge of the receiving party's responsibilities under this Agreement. The parties hereto will accord such confidential and proprietary information protection to the extent such information has neither become part of the public domain nor is or was legally received from a third party. 4.2 All proprietary or confidential information received from another party will be in writing, clearly identified as proprietary or confidential, marked in accordance with FAR 52.215.12 or similar marking, and addressed to the individual designated to receive proprietary or confidential information. 4.3 The Prime is authorized to incorporate such proprietary or confidential information received from the Sub(s) in the proposal contemplated by this Agreement, provided such proposal bears a restrictive legend similar to that provided for in FAR 52.215.12 or other appropriate regulations. 4.4 No party shall be liable for the inadvertent or accidental disclosure of such proprietary or confidential information if such disclosure occurs despite the exercise under the same degree of care as such party normally takes to preserve and safeguard its own proprietary information. 4.5 Neither this Agreement nor the furnishing of any proprietary or confidential information by a party, shall be construed as granting to the receiving party either expressly, by implication, estoppel, or otherwise, any license under any invention, patent, trademark, or copyright now or hereafter owned or controlled by the party furnishing the information.

4.6 It shall not be in violation of this Agreement for a party to disclose information

a. to the extent required by law

b. when reasonably necessary to defend itself in a lawsuit, formal alternative dispute resolution process, or government investigation, provided however, that the disclosing party takes all reasonable steps to continue to protect the confidentiality of any confidential or proprietary information.

5. RIGHTS IN INVENTIONS

Inventions shall remain the property of the originating party. In this regard, it is recognized and agreed that the parties may be required to and may grant license or other rights to the Funding Source to inventions, data, and information under provisions which may be contained in the Prime Contract contemplated by this Agreement.

6. STATUS OF DATA AND INTELLECTUAL PROPERTY

6.1 Each Sub represents and warrants to the Prime that to the best of its knowledge and belief:

a. The Sub is lawfully entitled to use of all the inventions, processes, documents, and data (including any items to be delivered in performing the Project) contributed by the Sub or to be contributed by the Sub and that such use will not infringe any patent or other proprietary rights of any persons or entity; and

b. All documents and data, and representations set forth in them, to be submitted by the Sub to the proposal will be true and complete to the best of the Sub's knowledge.

6.2 The Sub shall indemnify the Prime and hold the Prime harmless from and against any and all claims, judgments, settlements, actions, awards, cost and expenses (including attorney's fees) arising out of or in any way connected with any of the Sub's representations and warranties contained in this Article. This paragraph shall be of no force or effect if the Sub is a governmental entity prohibited by law from making such obligations.

7. RELATIONSHIP

7.1 Nothing in this Agreement shall be deemed to constitute, create, give effect to, or otherwise recognize a joint venture, partnership, or formal business entity of any kind, and the rights and obligations of the parties shall be limited to those expressly set forth herein. Nothing herein shall be construed as providing for the sharing of profits or losses arising out of the efforts of any or all of the parties, except as may be provided for in any resultant subcontracts agreed to between the parties. The cooperation of the parties is for the purpose of complementing their respective capabilities so that the Funding Source may best achieve the Project objectives. 7.2 It is expressly agreed and understood that no party will solicit personnel of another party associated with the work under this Agreement for the purpose of inducing them to join their employ during the course of this Agreement and any resultant subcontracts hereunder and for a period of one (1) year thereafter. 7.3 The parties will not actively participate in or knowingly support team efforts of other parties that are competitive to this Teaming Agreement nor compete independently for work covered by this Project throughout the duration of this Teaming Agreement. This term "active participation," within the meaning of this paragraph, includes the interchange of technical data with competitors pertaining to this Project. Nothing in this Agreement shall preclude the Prime form proposing other subcontractors to participate in the proposal which is the subject of this Teaming Agreement. Nor shall anything in this Agreement restrict the rights of the Parties to pursue business or research opportunities other than the Project. 7.4 In the event that this Teaming Agreement is terminated, a party shall be free to pursue its individual technical approach in association with the successful contractor or a third party for work which is the subject of this Teaming Agreement, subject to the provisions of Article 4. 7.5 The parties shall act as independent contractors and, unless both parties consent in writing, neither party shall act as agent for or partner of the other party for any purpose whatsoever, the employees of one shall not be deemed the employees of the other, and such employees shall not be deemed commingled or subject to common management by either of the parties.

7.6 Nothing in this Agreement shall grant either the Prime or the Sub(s) the right to make commitments of any kind for or on behalf of another party without prior written consent of the other party.

8. COOPERATION

The employees of Prime and Sub(s) shall obey all pertinent rules and regulations of another party while on the premises of the other party, including those relating to the safeguarding of classified information.

9. ASSIGNMENT

Neither this Agreement nor any interest herein may be assigned, in whole or in part, by any of the parties without the prior written consent of the other parties, except that, without securing such prior consent, any of the parties shall have the right to assign this Agreement to any successor of such party by way of merger or consolidation or the acquisition of substantially all of the entire assets of such party relating to the subject matter of this Agreement; provided, however, that such successor shall expressly assume all of the obligations of such party under this Agreement.

10. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding and agreement of and between the parties with respect to the subject matter hereof, and supersedes all prior representations and agreements, verbal or written. It shall not be varied, except by an instrument in writing of subsequent date, duly executed by an authorized representative of each party. Paragraph headings herein are for convenience only and shall not limit in any way the scope or interpretation of any provision of this Agreement.

11. NOTICES

Any, notice, consent, demand or request required or permitted by this Agreement shall be in writing, and shall be deemed to have been sufficiently given when personally delivered or deposited in the United States mail, postage prepaid, addressed as follows:

If to: Prime If to: Sub

12. PUBLICITY

Either party desiring to issue a news release, public announcement, advertisement, or other form of publicity concerning its efforts in connection with the Project shall give full consideration to the role and contributions of the other party(ies). It shall obtain the prior written approval of the other party regarding any reference to that party and shall obtain prior written approval of the Funding Source if required.13. SEVERABILITY

All agreements and covenants in this Agreement are severable, and if a court of competent jurisdiction or arbitration panel declares any such agreement or covenant to be invalid, the remainder of this Agreement shall be enforced to the maximum practicable extent.

14. EQUAL OPPORTUNITY AND DISCRIMINATION

In performing this Agreement, each party shall be an equal opportunity employer and shall conform to all affirmative action and other applicable requirements; accordingly, no party shall either discriminate or permit discrimination in its operations or employment practices against any person or group of persons on the basis of race, age, religion, color, national origin, ancestry, sex, physical or mental handicap, medical condition, sexual preference or prior military involvement, in any manner prohibited by law.

15. GOVERNING LAW

This Contract shall be construed in accordance with the laws of the State of New Mexico as they pertain to agreements executed and fully to be performed within New Mexico, or federal law where applicable.16. SERVICE OF PROCESS AND JURISDICTION

Each party hereby irrevocably submits itself to the jurisdiction of the Courts of the State of New Mexico, Bernalillo County and the jurisdiction of the United States District Court for the District of New Mexico for the purpose of any suit, action or other proceedings which may be brought by another party arising out of or based upon this Agreement or the subject matter thereof. Each party agrees that it shall bring any such proceedings only in such courts. Each party hereby waives, and agrees not to assert, in any such suit, action, or proceedings, any claim that it is not subject to the jurisdiction of the above named courts, that its property is exempt from attachment or execution, that such suit, action or proceeding is brought in an inconvenient forum, or that the venue of such suit, action, or proceeding is improper. Each party hereby consents to service of process by registered mail at the address to which notices are to be given and agrees that such service shall be deemed effective upon it as if personal service had been made upon it within New Mexico State, Bernalillo County.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date hereinabove indicated.BY: NAME: TITLE: DATE: THE BOARD OF REGENTS OF THE UNIVERSITY OF NEW MEXICOBY: NAME: TITLE: DATE:

3721.reb

Office of University Counsel

UCO Home

What We Do & Who Does It

Administration

Employment Law

General Law

Health Law

Research & Technology Law

Services
Staff
Policies
Standard Contracts
IP Policy Regulations
PAO Protocols
Copyright Information
Training
Summaries
FAQs
Forms
Links
Invention Disclosure Form

UNM Policy Manuals

Scheduled Training

Frequently Asked Questions

Legal Links

		Office of University Counsel

UCO Home What We Do & Who Does It Administration Employment Law General Law Health Law Research & Technology Law Services Staff Policies Standard Contracts IP Policy Regulations PAO Protocols Copyright Information Training Summaries FAQs Forms Links Invention Disclosure Form Forms UNM Policy Manuals Scheduled Training Frequently Asked Questions Legal Links		MODEL TEAMING AGREEMENT This TEAMING AGREEMENT, made and entered into effective the day of ______________ , between _____________________ and _____________________; collectively the "parties." WITNESSETH: WHEREAS, the above identified parties, because of their diverse capabilities, have determined that they would benefit from a teaming arrangement between their respective organizations, in order to develop the best approach in response to , hereinafter referred to as the "Project," to be funded by (the "Funding Source") by the award of a contract (or grant, award or similar instrument); and in the event of a contract award arising out of these premises, the parties agree that shall be the prime contractor, hereinafter referred to as the "Prime," and shall be the subcontractor(s), hereinafter referred to as the "Sub(s)," for the particular phases of such Project as identified herein; and, WHEREAS, the Prime and the Sub(s) have agreed as set forth in the attached Exhibit 1 hereof to a division of responsibilities covering work to be performed by the Prime and the Sub(s) on the subject solicitation; and, NOW THEREFORE, in consideration of the mutual promises hereinafter contained, the parties hereto hereby agree as follows: 1. PROPOSAL ACTIVITIES 1.1 It is understood that the Prime will, in any proposal which the parties submit and in all discussions with respect thereto, identify the Sub(s) as its team member(s), and will state in such proposal or discussions the relationship of the parties as hereinafter set forth and the spheres of endeavor and responsibility of each party as set forth in the attached Exhibit 1. 1.2 Each party will bear all costs, risks and liabilities incurred by it arising out of its obligations and efforts under this Agreement during the preproposal and proposal periods, which are defined as the periods up to an award of a prime contract. However, the Prime will be responsible for the graphic arts, printing, binding, and delivery costs of the proposal. No party shall have any right to any reimbursement, payment, contribution or compensation of any kind from another party during the period up to the award of a prime contract. 1.3 The Prime will have the sole right to decide the form and content of all documents submitted to the Funding Source; however, the Prime will afford the Sub(s) the opportunity to review the form and the content of the proposal and will make reasonable efforts to ensure that the Sub's data is adequately portrayed. The Sub will offer the Prime advice and aid, and will supply, in a timely manner, all necessary engineering, management, technical, and other services, as well as cost, pricing and scheduling information, exhibits, designs, and plans related to the program work, which it proposes to perform, so as to enable the Prime to fully respond to the Funding Source's proposal requirements. 1.4 It is agreed between the parties that the Prime shall be the prime contact with the Funding Source concerning the Project. In the event it becomes desirable for the Sub to contact the Funding Source concerning the Project, such contact shall be approved by the Prime to ensure coordination of efforts and understanding of commitments prior to such contact. 1.5 Although the Prime is contemplated as the prime interface with the Funding Source, it is recognized that the Sub has continuing relations with the Funding Source and may be recipient of inquiries concerning the subject matter of this Agreement. Therefore, any cogent communications invited by the Funding Source directly with the Sub concerning any matter involving this Agreement shall not be deemed to be a breach of this Agreement, provided the Prime is notified in a timely manner thereof by the Sub. 2. AWARD OF CONTRACT 2.1 If Prime is selected by the Funding Source as the prime contractor for the Project, Prime will offer to Sub subcontracts for the program work set forth in Exhibit 1 hereof. Any such subcontract, or changes or supplements thereto, shall be subject to applicable laws, regulations and the terms of the prime contract, and mutual agreement on subcontract terms and conditions. Prime will exert all reasonable efforts to secure any necessary Funding Source approval. Sub will, in the event of the award to Prime of such prime contract, accept subcontracts to perform work and render services in accordance with Exhibit 1 hereto, subject to mutual agreement on other subcontract terms and conditions. The parties agree to negotiate in good faith on the terms of any such subcontract. In the event mutually acceptable subcontract terms and conditions cannot be negotiated by the parties within a reasonable time, and in any event within thirty (30) days after notice of award of the prime contract to Prime, Prime shall have the right, upon ten (10) days prior notice to Sub, to terminate this Agreement and make other arrangements for the performance of the work contemplated to have been covered by the subcontract, in which case the rights and obligations of both parties under this Agreement will terminate, except as expressly provided in Sections 4 and 5 hereof. 2.2 It is intended that Prime's subcontract to Sub will include provisions for progress payments which will provide for payment to Sub for costs and fees invoiced. Payment to Sub will be made within thirty (30) days of Prime's receipt of payment from the Funding Source. 3. TERM AND TERMINATION 3.1 Except as expressly provided elsewhere in this Agreement, this Agreement shall remain in force from the effective date hereof until the Project is awarded by the Funding Source; and, if the award is to the Prime, then throughout the period of sub-contract negotiations between the Prime and the Sub. In any event, however, this Agreement shall terminate at the earliest of the following, unless extended by mutual agreement of the parties: a. An official announcement by the Funding Source that the Project has been cancelled. b. Upon the award of a prime contract for the Project to a contractor(s) other than the Prime. c. Mutual consent of both parties by execution of a rescission agreement. d. Inability of the Prime and the Sub negotiating in good faith to reach agreement on the terms of a subcontract offered by the Prime, in accordance with this Agreement. e. Execution by the parties of subcontracts contemplated by this Agreement. f. The expiration of one (1) year from the effective date hereof. g. Funding Source disapproval of the selection of the Sub, or direction to select someone other than the Sub for the Project. h. A decision by the Prime not to submit a proposal to the Funding Source for the Project. 3.2 The termination of this Agreement shall not supersede the understandings of the parties set forth herein, nor the obligations that, to be effective, must continue past its term. 4. PROPRIETARY INFORMATION 4.1 During the preparation of the proposal, certain technical and other information deemed proprietary and confidential by a party may be disclosed to another party. The receiving party shall receive any such information in confidence, accord it such protection that the receiving party customarily accords to confidential and proprietary information, and use such information solely and exclusively in the discharge of the receiving party's responsibilities under this Agreement. The parties hereto will accord such confidential and proprietary information protection to the extent such information has neither become part of the public domain nor is or was legally received from a third party. 4.2 All proprietary or confidential information received from another party will be in writing, clearly identified as proprietary or confidential, marked in accordance with FAR 52.215.12 or similar marking, and addressed to the individual designated to receive proprietary or confidential information. 4.3 The Prime is authorized to incorporate such proprietary or confidential information received from the Sub(s) in the proposal contemplated by this Agreement, provided such proposal bears a restrictive legend similar to that provided for in FAR 52.215.12 or other appropriate regulations. 4.4 No party shall be liable for the inadvertent or accidental disclosure of such proprietary or confidential information if such disclosure occurs despite the exercise under the same degree of care as such party normally takes to preserve and safeguard its own proprietary information. 4.5 Neither this Agreement nor the furnishing of any proprietary or confidential information by a party, shall be construed as granting to the receiving party either expressly, by implication, estoppel, or otherwise, any license under any invention, patent, trademark, or copyright now or hereafter owned or controlled by the party furnishing the information. 4.6 It shall not be in violation of this Agreement for a party to disclose information a. to the extent required by law b. when reasonably necessary to defend itself in a lawsuit, formal alternative dispute resolution process, or government investigation, provided however, that the disclosing party takes all reasonable steps to continue to protect the confidentiality of any confidential or proprietary information. 5. RIGHTS IN INVENTIONS Inventions shall remain the property of the originating party. In this regard, it is recognized and agreed that the parties may be required to and may grant license or other rights to the Funding Source to inventions, data, and information under provisions which may be contained in the Prime Contract contemplated by this Agreement. 6. STATUS OF DATA AND INTELLECTUAL PROPERTY 6.1 Each Sub represents and warrants to the Prime that to the best of its knowledge and belief: a. The Sub is lawfully entitled to use of all the inventions, processes, documents, and data (including any items to be delivered in performing the Project) contributed by the Sub or to be contributed by the Sub and that such use will not infringe any patent or other proprietary rights of any persons or entity; and b. All documents and data, and representations set forth in them, to be submitted by the Sub to the proposal will be true and complete to the best of the Sub's knowledge. 6.2 The Sub shall indemnify the Prime and hold the Prime harmless from and against any and all claims, judgments, settlements, actions, awards, cost and expenses (including attorney's fees) arising out of or in any way connected with any of the Sub's representations and warranties contained in this Article. This paragraph shall be of no force or effect if the Sub is a governmental entity prohibited by law from making such obligations. 7. RELATIONSHIP 7.1 Nothing in this Agreement shall be deemed to constitute, create, give effect to, or otherwise recognize a joint venture, partnership, or formal business entity of any kind, and the rights and obligations of the parties shall be limited to those expressly set forth herein. Nothing herein shall be construed as providing for the sharing of profits or losses arising out of the efforts of any or all of the parties, except as may be provided for in any resultant subcontracts agreed to between the parties. The cooperation of the parties is for the purpose of complementing their respective capabilities so that the Funding Source may best achieve the Project objectives. 7.2 It is expressly agreed and understood that no party will solicit personnel of another party associated with the work under this Agreement for the purpose of inducing them to join their employ during the course of this Agreement and any resultant subcontracts hereunder and for a period of one (1) year thereafter. 7.3 The parties will not actively participate in or knowingly support team efforts of other parties that are competitive to this Teaming Agreement nor compete independently for work covered by this Project throughout the duration of this Teaming Agreement. This term "active participation," within the meaning of this paragraph, includes the interchange of technical data with competitors pertaining to this Project. Nothing in this Agreement shall preclude the Prime form proposing other subcontractors to participate in the proposal which is the subject of this Teaming Agreement. Nor shall anything in this Agreement restrict the rights of the Parties to pursue business or research opportunities other than the Project. 7.4 In the event that this Teaming Agreement is terminated, a party shall be free to pursue its individual technical approach in association with the successful contractor or a third party for work which is the subject of this Teaming Agreement, subject to the provisions of Article 4. 7.5 The parties shall act as independent contractors and, unless both parties consent in writing, neither party shall act as agent for or partner of the other party for any purpose whatsoever, the employees of one shall not be deemed the employees of the other, and such employees shall not be deemed commingled or subject to common management by either of the parties. 7.6 Nothing in this Agreement shall grant either the Prime or the Sub(s) the right to make commitments of any kind for or on behalf of another party without prior written consent of the other party. 8. COOPERATION The employees of Prime and Sub(s) shall obey all pertinent rules and regulations of another party while on the premises of the other party, including those relating to the safeguarding of classified information. 9. ASSIGNMENT Neither this Agreement nor any interest herein may be assigned, in whole or in part, by any of the parties without the prior written consent of the other parties, except that, without securing such prior consent, any of the parties shall have the right to assign this Agreement to any successor of such party by way of merger or consolidation or the acquisition of substantially all of the entire assets of such party relating to the subject matter of this Agreement; provided, however, that such successor shall expressly assume all of the obligations of such party under this Agreement. 10. ENTIRE AGREEMENT This Agreement constitutes the entire understanding and agreement of and between the parties with respect to the subject matter hereof, and supersedes all prior representations and agreements, verbal or written. It shall not be varied, except by an instrument in writing of subsequent date, duly executed by an authorized representative of each party. Paragraph headings herein are for convenience only and shall not limit in any way the scope or interpretation of any provision of this Agreement. 11. NOTICES Any, notice, consent, demand or request required or permitted by this Agreement shall be in writing, and shall be deemed to have been sufficiently given when personally delivered or deposited in the United States mail, postage prepaid, addressed as follows: If to: Prime If to: Sub 12. PUBLICITY Either party desiring to issue a news release, public announcement, advertisement, or other form of publicity concerning its efforts in connection with the Project shall give full consideration to the role and contributions of the other party(ies). It shall obtain the prior written approval of the other party regarding any reference to that party and shall obtain prior written approval of the Funding Source if required.13. SEVERABILITY All agreements and covenants in this Agreement are severable, and if a court of competent jurisdiction or arbitration panel declares any such agreement or covenant to be invalid, the remainder of this Agreement shall be enforced to the maximum practicable extent. 14. EQUAL OPPORTUNITY AND DISCRIMINATION In performing this Agreement, each party shall be an equal opportunity employer and shall conform to all affirmative action and other applicable requirements; accordingly, no party shall either discriminate or permit discrimination in its operations or employment practices against any person or group of persons on the basis of race, age, religion, color, national origin, ancestry, sex, physical or mental handicap, medical condition, sexual preference or prior military involvement, in any manner prohibited by law. 15. GOVERNING LAW This Contract shall be construed in accordance with the laws of the State of New Mexico as they pertain to agreements executed and fully to be performed within New Mexico, or federal law where applicable.16. SERVICE OF PROCESS AND JURISDICTION Each party hereby irrevocably submits itself to the jurisdiction of the Courts of the State of New Mexico, Bernalillo County and the jurisdiction of the United States District Court for the District of New Mexico for the purpose of any suit, action or other proceedings which may be brought by another party arising out of or based upon this Agreement or the subject matter thereof. Each party agrees that it shall bring any such proceedings only in such courts. Each party hereby waives, and agrees not to assert, in any such suit, action, or proceedings, any claim that it is not subject to the jurisdiction of the above named courts, that its property is exempt from attachment or execution, that such suit, action or proceeding is brought in an inconvenient forum, or that the venue of such suit, action, or proceeding is improper. Each party hereby consents to service of process by registered mail at the address to which notices are to be given and agrees that such service shall be deemed effective upon it as if personal service had been made upon it within New Mexico State, Bernalillo County. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date hereinabove indicated.BY: NAME: TITLE: DATE: THE BOARD OF REGENTS OF THE UNIVERSITY OF NEW MEXICOBY: NAME: TITLE: DATE: 3721.reb