Provision Language
7. Intellectual Property
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7.3. Appendix 1 to this Agreement includes a Global Access plan that describes the principles of Global Access undertaken by the Parties. To enable the appended Global Access plan to be fully enabled, CUREVAC shall promptly disclose to the Foundation all materials, processes, techniques, works of authorship, and data, (“Project Materials”) and Project IPRs created by CUREVAC, either alone or jointly with others, as a direct result of performing the Activities. If Project Materials and/or Project IPRs (including inventions) are created by or under the direction of one of the Parties to this Agreement during the course of the Activities that Party shall promptly make a disclosure of such Project Materials and Project IPRs to the other Party and such disclosure shall, unless otherwise defined in this Agreement, be the Confidential Information of the disclosing Party.
Appendix 1: Project Collaboration Plan
II. Budget & Payment
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2. Reimbursement by Foundation and Invoicing by CUREVAC
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d. CUREVAC will submit invoices to the Foundation for any amounts owing under this Agreement. Each invoice will contain enough detail of expenses incurred by CUREVAC to enable the Foundation to determine the accuracy of the amount(s) invoiced and include the contract number for this Agreement.
e. CUREVAC will deliver each invoice to the Foundation within [*****] of the period during which the expenses were incurred by CUREVAC or upon the execution of this Agreement at the discretion of CUREVAC. Upon completion of activities under this Agreement, CUREVAC will identify the “final invoice” and will not invoice the Foundation any further amounts unless the Parties execute an amendment to this Agreement. The Foundation’s payment to CUREVAC of each properly-submitted invoice will be due [*****] after the Foundation receives that invoice.
f. CUREVAC will maintain complete and accurate records to support all invoiced amounts, including but not limited to those factors that comprise or affect direct and subcontracted labor hours, labor rates, and expenses. Such records will be made available to the Foundation at a mutually agreed-upon location for the Foundation’s examination and audit once every 12months during reasonable business hours, upon thirty (30) days’ advance written notice, from the Effective Date of thisAgreement until eighteen (18) months after its expiration. CUREVAC will also provide reasonable assistance to interpret such records if requested by the Foundation.
