Memorandum of Understanding

This Memorandum of Understanding (MOU) is entered by each member as of the date that the member executed this agreement (the “Effective Date”) to form the Vermont Gallium Nitride Tech Hub Consortium.

The Members agree to the following:

1. PURPOSE. The purpose of the Vermont Gallium Nitride Tech Hub Consortium (V-GaN THC) is to collaborate for the purposes of preparing a proposal for federal and related grant funding for a recently designated EDA Tech Hub to be in the Burlington, Vermont area (the “Proposal”). The Proposal will focus on advancing the use of Gallium Nitride in semiconductor technology and the adoption of advanced GaN components in related technology industries; the support and creation of workforce development programming to support research, design, use and manufacturing of emerging GaN technologies in semiconductor and related industries; the creation of a vibrant venture/startup ecology around these technologies; and the possible development of infrastructure projects that support these efforts in Vermont and neighboring areas.
2. GOVERNANCE AND COSTS. A Steering Committee (SC) will meet regularly to hear updates from the various planning teams working on the Tech Hub Proposal components; provide advice and direction to those teams, and in turn provide periodic updates to the Members of the V-GaN THC. New Member Institutions may join the V-GaN THC with the written approval of the Steering Committee, and by executing this Consortium Agreement.
   
   A Member may independently apply for any other federal award so long as it does not use Confidential Information or Proposal Confidential Information, as defined below.
   
   Each Member will bear its own costs as part of preparing the Proposal, participating in the SC, and seeking the Tech Hub award.
3. Confidential Information. “Confidential Information” means any confidential or proprietary information furnished by one Member to the other Members in connection with a Project that is specifically marked as confidential or followed up in writing to document its confidentiality as soon as possible but no more than fifteen (15) days after disclosure.
   
   “Proposal Confidential Information” means any non-public information shared as part of the development of the Proposal, including the final Proposal submitted by the Consortium to EDA.
   
   For three (3) years after disclosure of Confidential Information, the receiving Member may only disclose Confidential Information to its directors, officers, employees, consultants, and contractors who are obligated to maintain its confidentiality and who need to know Confidential Information to meet the purposes of the Consortium. A Member may refuse to accept any Confidential Information offered by another Member.
   
   Proposal Confidential Information will be considered confidential until the Proposal has been submitted to the EDA, and Members will not share Proposal Confidential Information with third parties.
   
   These obligations do not apply to information that the receiving Member can demonstrate (i) is publicly available; (ii) is independently known, developed, or discovered without use of Confidential Information; or (iii) is made available by a third Member without an obligation of confidentiality. To the extent a Member is required to disclose Confidential Information to comply with a law, regulation, or court or administrative order (a “Required Disclosure”), such Member will use reasonable efforts to provide notice of the disclosure to the Member that furnished such Confidential Information. Any Required Disclosure will not be a breach of this Consortium Agreement.
   
   Various Members of the Consortium are subject to the Vermont Public Records Act which may require Members to produce certain documents, if not subject to a statutory exemption.
4. Intellectual Property. The Members do not anticipate that any intellectual property, other than the Proposal, will result from the work of this Consortium. If novel intellectual property results as an outcome of the proposal planning process, the Members agree to work together to determine how best to protect such intellectual property and manage its further development.
5. Publicity. The SC will determine when to issue press releases or other public statements about the Consortium. All Members agree that their name and primary logo may be used by the Consortium when describing the Consortium’s activities provided that the use and display of a primary logo is in accordance with guidelines of the Member. Each Member may use the EDA Tech Hub logo and the V-GaN Tech Hub logo to indicate its membership in the Consortium.
6. Term and Termination. This Consortium Agreement will remain in force until the Proposal is awarded (at which stage the Proposal award will govern the relationship of the parties). Notwithstanding the above, Members must continue to protect Confidential Information provided by other Members in accordance with Section 3.
   
   Any Member may withdraw from the Consortium Agreement by providing thirty-day written notice to the other Members.