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HomeMy WebLinkAbout6D 1Memorandum of Understanding between Innovation Park at Notre Dame, Inc. And The City of South Bend, Indiana on behalf of Ignition Park This Memorandum of Understanding (the "MOU ") is made and entered into as of by and between Innovation Park at Notre Dame, an Indiana non - profit corporation qualified under Section 501(c)(3) of the Internal Revenue Code ( "Innovation Park "), which is wholly owned by the University of Notre Dame, an Indiana non - profit corporation ( "the University") and the City of South Bend, Indiana, an Indiana non - profit municipality ( "the City") on behalf of Ignition Park ( "Ignition Park "), and together with Innovation Park, the "Parties ", or individually, each a "Party". WHEREAS, Innovation Park and the City collaborated to form the State of Indiana's first, dual -site certified technology Park, as subsequently authorized by the State of Indiana; and WHEREAS, Innovation Park acts as a commercialization bridge for the purposes of aiding the marketplace translation and application of research emerging from the University of Notre Dame and the potential engagement of University of Notre Dame assets by third parties seeking such assistance in its commercial endeavors; and WHEREAS, Innovation Park is designed to be a transitional place of business for its clients and Ignition Park is designed to be a permanent commercial destination for established companies; and WHEREAS, the City and its Ignition Park desire to enter into an agreement with Innovation Park that will help the City's economic development interests by facilitating an introduction to future "graduates" of Innovation Park as potential clients for Ignition Park; and; WHEREAS, the Parties are prepared to collaborate in attaining their respective goals; NOW, THEREFORE, the Parties state their mutual commitments and intentions as follows: 1. Term. This MOU shall be effective for period beginning on the date set forth above and ending June 30, 2016 or upon ninety (90) days written notice from one Party to the other, as provided herein. 2. Innovation Park Resources. Subject to the terms of this MOU, Innovation Park agrees to provide the following resources to support its operations (the "Resources "): 2.1 Personnel and Staffin¢. Innovation Park shall employ or contract for services with qualified individuals or companies for general staffing purposes on a full -time or part- time basis. Any personnel employed or contracted for services will have the appropriate skills to reasonably fulfill the tasks required of them by Innovation Park. 2.2 Facility. Innovation Park shall provide (or cause to be provided) physical facilities for the housing of entrepreneurial ventures screened and selected by Innovation Park consistent with its present prospective client profile guidelines (Exhibit A). 2.3 Information Technoloyry Services. Innovation Park shall provide (or cause to be provided) the means to procure certain information technology products and services, including access to the internet, the Metronet and certain telecommunication products in support of client commercialization activities. Innovation Park will endeavor to ensure that such IT products and services are commercially "standard" technologies such that, in the event Ignition Park, at its own expense, decides to procure and implement similar technologies, an Innovation Park client interested in "graduating" from Innovation Park and moving directly to Ignition Park might experience a smoother and more cost effective transition. 3. Obligations of Innovation Park. During the term of this MOU, Innovation Park agrees to undertake the following, in accordance with its governing documents and guidance from its Board of Directors, which may change from time to time: 3.1 Basic Operations ("the Process "). a. Administer a commercial accelerator program housed at Innovation Park that (i) promotes the creation of translational applications emerging from research at the University of Notre Dame into the private sector, (ii) facilitates access for businesses of all sizes and stage of development to resources at the University of Notre Dame, including intellectual property, research faculty, students and equipment, and (iii) encourages the growth of new companies to "graduate" and relocate to a new location apart from Innovation Park, as appropriate and determined by client company management; b. Assist Park client company leadership to develop suitable milestones during the initial screening process, and to monitor the venture's progress in light of these milestones on a quarterly basis, with the ultimate expectation of "graduating" (exiting) from Innovation Park reflecting the need to move to more suitable facilities to scale its operations, ideally at Ignition Park or similar regional facility; C. Maintain ongoing corpmunication with Ignition Park leadership, ideally on a quarterly basis, in the spirit of collaborating on areas of mutual interest and to avoid inadvertent recruitment of prospective companies more suited to the other Park or premature conversation regarding relocation; d. Promote the potential merits and suitability of Ignition Park to client companies actively exploring relocation following graduation from Innovation Park; and e. Perform other acts as may be deemed appropriate with regard to its relationship with Ignition Park. 3.2 Compliance with Laws. Innovation Park agrees to comply with, and agrees to require in its contracts with tenants that they comply with all applicable federal, state or local laws, statutes, regulations, rules and governmental and regulatory policies. 4. City Services. Subject to the terms of this MOU, the City agrees to provide the following services to Ignition Park (the "Services "): 4.1 Personnel and Staffing. The City shall employ or contract for services with qualified individuals or companies for general staffing purposes on a full -time or part-time basis. Any personnel employed or contracted for services will have the appropriate skills to reasonably fulfill the tasks required of them by Ignition Park. 4.2 Facility. The City shall provide (or cause to be provided) Ignition Park with physical facilities for commercial ventures screened and selected by Ignition Park. 4.3 Information Technoloev Services. The City shall provide (or cause to be provided) Ignition Park with the means to procure certain information technology products and services, including access to the internet, the Metronet and certain telecommunication products in support of client commercialization activities. Ignition Park will endeavor to ensure that such IT products and services are commercially "standard" technologies such that an Innovation Park client interested in "graduating" from Innovation Park and moving directly to Ignition Park might experience a smoother and more cost effective transition. 5. Obligations of Ignition Park. During the term of this MOU, Ignition Park agrees to undertake the following, in accordance with Ignition Park's governing documents and guidance from its Board of Directors, which may change from time to time: 5.1 Basic Operations. a. Promote cooperation and collaboration with Innovation Park (i) to facilitate access and engagement for businesses at all stages of development, from start- ups to FORTUNE 500, (ii) to facilitate access to the University of Notre Dame assets through Innovation Park, and (iii) to encourage and support the growth of the region's new companies emerging from Innovation Park and elsewhere leading to enhanced economic development prospects for the City and the region; b. Pro - actively inform its Park clients and other commercial interests of potential opportunities to engage Innovation Park's Resources and Process to accelerate these companies' future growth prospects. C. Maintain ongoing communication with Innovation Park leadership, ideally on a quarterly basis, in the spirit of collaborating on areas of mutual interest and to avoid inadvertent recruitment of prospective companies more suited to the other Park; d. Facilitate public transportation between the two parksto encourage ongoing dialogue and collaboration between companies resident at the two parks; e. Perform other acts as may be deemed appropriate in carrying out the purposes of the City to build a more entrepreneurial culture in the community in collaboration with Innovation Park and other parties. 5.2 Compliance with Laws. Ignition Park agrees to comply with, and agrees to require in its contracts with tenants that they comply with all applicable federal, state or local laws, statutes, regulations, rules and governmental and regulatory policies. 6. Client Recruitment. It is understood that clients of Innovation Park are free to choose where they relocate after graduating from Innovation Park. As such, it is further understood that Innovation Park hereby makes no commitments to the City or Ignition Park that graduating clients of Innovation Park will necessarily relocate to Ignition Park, but Innovation Park will actively encourage clients to consider relocation to Ignition Park. 7. Marketine and Promotion Activities. Each Party intends to work closely with the other in mutually beneficial marketing and promotion activities. Each party will provide the other at least annual updates on respective communications /marketing plans and share content, images and video resources produced by one of the parties when it could benefit the other party's efforts. When referencing the other party in communication activities, each party will circulate content for review and approval in advance. While there is recognition that some incidental communication about one party may occur without formal review, neither Party shall market, advertise, promote or otherwise speak primarily for the other party without explicit written permission. 8. Confidentiality. Neither Innovation Park nor Ignition Park shall disclose or use any private, confidential, proprietary or trade secret information provided from one to the other except as required in and by the terms of this MOU or as required by law. 9. Severability. In the event that any clause or provision of this MOU is determined to be illegal, invalid or unenforceable, then that provision will be deemed to be null and void. The invalidation of such provision shall not affect the remainder of this MOU, which will otherwise remain in full force and effect. 10. Governine Law. It is agreed that this MOU shall be governed by, construed, and enforced in accordance with the laws of the State of Indiana. Any dispute arising under this MOU shall be litigated in the State courts of St. Joseph County, Indiana, and the parties hereto irrevocably consent to the exclusive jurisdiction of such courts. 11. Entire Agreement. This MOU shall constitute the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior understanding and agreements, whether oral or written, between the Parties with respect to the subject matter hereof. 12. Modification of MOU. Any modification of this MOU or additional obligation assumed by either Party in connection with this MOU shall be binding only if evidenced in a writing signed by each Party hereto. 13. No Waiver. Failure of either Party to declare any default immediately upon its occurrence, or delay in taking any action in connection with an event of default, shall not constitute a waiver of such default, nor shall it constitute an estoppel against the non - defaulting party, but the non - defaulting party shall have the right to declare the default at any time and take such action as is lawful or authorized under this MOU. Failure by the non - defaulting party to enforce its rights with respect to any one default shall not constitute a waiver of its rights with respect to any subsequent default. 14. Notices. All notices to be given with respect to this MOU shall be in writing and shall be deemed to have been given upon delivery in person or two days after mailed by registered, certified, regular United States Mail and one day after overnight or campus mail to the Party who is to receive such notice. Notice with respect to Parties shall be delivered at the address specified below. The addresses specified below may be changed from time to time by giving written notice thereof to the other Party. To Innovation Park: Innovation Park at Notre Dame, Inc. 1400 E. Angela Blvd. South Bend, IN 46617 Attn: Office of President and CEO To City of South Bend on behalf of Ignition Park: The City of South Bend South Bend Redevelopment Commission 1200 County -City Building, 227 West Jefferson South Bend, IN 46601 Attn: 15. Counterparts. This MOU may be executed in one or more counterparts, all of which taken together shall be deemed one original. 16. Free Neeotiation. The Parties understand, agree and acknowledge that (i) this MOU has been freely negotiated by both Parties; and (ii) in any controversy, dispute or contest over the meaning, interpretation, validity, or enforceability of this MOU or any of its terms or conditions, there shall be no inference, presumption, or conclusion drawn whatsoever against either Party by virtue of that Party having drafted this MOU or any portion thereof. 17. Headines. The headings and titles to the paragraphs of this MOU are for convenience only and shall have no affect upon the construction or interpretation of any part hereof. The term "including" shall be deemed to mean "including without limitation ". [Signature page follows this page.] IN WITNESS WHEREOF, the each Party has caused this MOU to be executed as of the date set forth below. The City of South Bend, Innovation Park at Notre Dame, Inc. South Bend Redevelopment Commission By: By: Name: Name: David H. Brenner Title: Title: President & CEO, Innovation Park Date: Date: Attachment A Prospective Client Profile for Innovation Park at Notre Dame — Illustrative Purposes Only— Subject to Change Overview The mission of Innovation Park at Notre Dame is to help build commercialization bridges at all stages of development between constituents at the University of Notre Dame and businesses, from start -ups through established regional firms to Fortune 500 companies. In this capacity, Innovation Park acts as an important facilitator for businesses at key transition points in the commercialization process, not as the final destination. Innovation Park provides support to ventures with applications emerging from the University's research initiatives, as well as external businesses that wish to leverage University strengths to overcome key technical issues or to advance to the next level. Prospective clients of Innovation Park do not need to emerge from research at the University of Notre Dame. However, the Park actively seeks ventures with ideas or needs that can tap the University's core research areas, or leverage other University assets as part of their commercialization work, including access to University intellectual property, student and faculty resources, and physical assets such as under - utilized research equipment. Innovation Park can provide short -term transitional space for companies in a variety of industries at different stages of development, from month to month in the Greenhouse incubator or one year leases in private office suites or laboratories. All companies wishing to engage the Park services will be asked to identify 3 -4 specific commercialization milestones the company will endeavor to achieve with the Park's assistance, as needed and appropriate, while resident in the Park. At least one milestone should reflect a point of connectivity to the University. The Park supports clients' progress towards these milestones by facilitating interaction with experienced entrepreneurs and, outside subject matter experts, and professional business counsel from law firms, accounting firms, etc. Success at Innovation Park is measured by the commercial acceleration of its clients vis -a -vis agreed progress milestones and its engagement of University assets, such as faculty and students, in the commercialization process. These efforts will either assist new ventures to "graduate" and move on for scale -up and growth elsewhere, or to exit on the best possible terms for all parties. Prospective Profile of IPND clients Scalable, high growth companies in all stages of development in industries such as information technology, healthcare or lifesciences, energy, environment, diagnostic devices, etc. o Incubation: ■ Business concept stage with sustainable commercial potential, requiring assistance to develop proof of concept, a working prototype, a viable business model, or a clear path to market • Early- stage: ■ Beyond the "concept" stage and well into the commercialization phase, either beginning to generate revenues on core business or moving to the next phase of technology development • Emerging or Growth Stage: ■ Entering a growth phase requiring expertise to accelerate growth of the base business and possible extension of the product line or underlying technology platform • Established Companies (up to and including FORTUNE 500) ■ Skunk work projects, leveraging university research or assets (students, faculty, equipment) or pre - employment internship during the school year or summer Caveat Innovation Park shall not permit or promote conduct or activities that constitute disregard or display disrespect for Roman Catholic doctrine, social teaching or values.