Agmt 13 Cal Poly Research Agreement (Fixed price)

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$5,205 payment upon execution of the agreement $5,205 payment on or before November 15, 2013 $5,205 payment on or before February 15, 2014 $5,205 payment on or before May 15, 2014 Payment terms shall be net 30. Corporation will submit invoices 30 days prior to the due dates listed above. Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR Part 1315. 7. TERMINATION: 7.1. Sponsor: Performance under the Agreement may be terminated by the Sponsor for convenience. In the event of such termination, the Corporation shall immediately stop all work hereunder and shall immediately notify any and all of its suppliers and subcontractors to cease work. Subject to the terms of this agreement, the Corporation shall be paid a percentage of the agreement price reflecting the percentage of the work performed prior to the notice of termination plus reasonable charges, including non- cancellable obligations, the Corporation can demonstrate to the satisfaction of the sponsor using its standard record keeping system, have resulted from the termination. The Sponsor may also terminate this agreement, or any part hereof, for cause in the event the Corporation fails to comply with any agreement terms and conditions, or fails to provide the Sponsor upon request, with adequate assurances of future performance. In the event of termination for cause, the sponsor shall notify the Corporation of the failure and the Corporation will have 30 days to cure the notice. If it is determined that the Sponsor improperly terminated this agreement for default, such termination shall be deemed a termination for convenience. 7.2. Corporation: Performance may be terminated by the Corporation if circumstances beyond its control preclude continuation of the research Project such as in the event that the Principal Investigator becomes unable or unwilling to continue the Project, and a mutually acceptable substitute is not available, the Corporation and/or the Sponsor shall have the option to terminate the Project or in the event of non payment of the sponsor. Sponsor shall pay all costs accrued by the Corporation as of the date of termination, including all non-cancelable obligations incurred prior to the effective date of termination. In the event the Principal Investigator becomes unable or unwilling to complete the project on time and a mutually acceptable substitute is not available, the corporation shall have the option to terminate the project. 8. PUBLICITY: Sponsor shall not use the name of the University or Corporation, nor any of its employees, or other persons or entities affiliated with the project, in any publicity, advertising, or news release without the prior written approval of the authorized representative of the University or Corporation. The Corporation/University will not use the name of the Sponsor, or its employees or subcontractor of the Sponsor, in any publicity without the prior written approval of the City Manager of Sponsor, except for on-campus newsletters and reports. 9. NON-DISCLOSURE: Because of the Sponsor's state law obligations and the requirement to provide to the public all information related to the work performed under this Agreement the Sponsor and the Corporation agree there will be no disclosure of confidential information to each other. Page 2 of 6