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Research Agreement

This Research Agreement is made on [AGREEMENT DATE] between [UNIVERSITY NAME] located at [UNIVERSITY ADDRESS] (the "University") and [SPONSOR NAME], a [CORPORATE JURISDICTION] corporation with its principal place of business at [SPONSOR ADDRESS] (the "Sponsor").

The parties agree to as follows (the capitalized terms used in this agreement, in addition to those above, being defined in section 18 (Definitions)):

1. Research Work

1.1. Research Plan. The University shall perform the Research in accordance with the terms of this agreement. The parties may agree in writing to change the scope of the Research.

1.2. Principal Investigator. The Principal Investigator is responsible for both the overall direction of and the day-to-day activities comprising the Research. If the Principal Investigator becomes unable to perform this role, the parties shall cooperate in good faith to appoint a mutually acceptable replacement.

1.3. Liaison with Sponsor. [NAME OF SPONSOR COORDINATOR] will be primarily responsibility for liaising with the University on the Sponsor's behalf on all matters relating to the Research.

2. Information on Research

2.1. Periodic Meetings. Representatives of both parties shall meet periodically, at times and places mutually agreed upon, to discuss the progress of and results from, as well as ongoing plans for, or any proposed changes to, the Research.

2.2. Access to Information re Inventions. During the term of this agreement and for a period of [one] year thereafter, the University shall provide the Sponsor with access to all information, know-how, and other subject matter reasonably necessary for the practice of any Invention, except for Inventions in connection with which the Sponsor has given Notice of abandonment in accordance with section 15.3(f) (University's Abandonment of Invention).

2.3. Progress Reports. The Principal Investigator shall provide written reports on behalf of the University to the Sponsor on the progress of the Research within [30] days of the end of each calendar quarter.

2.4. Final Report. The Principal Investigator shall provide the Sponsor with a final report within [60] days of completion of the Research.

2.5. Status Report upon Termination. In the event of termination of this agreement, the Principal Investigator shall provide the Sponsor with a report as to status of the Research up to the date of termination within [30] days of that date.

3. Publications

3.1. Need for Publication. Given the University's role as a public institution of higher education, it is necessary that significant results of its research activities be reasonably available for publication. The Sponsor accordingly acknowledges that the University may publish and present the results of the Research, subject to the terms of this section.

3.2. Publication of Results. Subject to section 3.3 (Sponsor's Prior Review), the Principal Investigator may present the methods and results of the Research at symposia and at international, national, or regional professional meetings, and to publish them in journals, theses, dissertations, or otherwise.

3.3. Sponsor's Prior Review

(a) Copies of Proposed Publications. The University shall provide the Sponsor with copies of any proposed publication or presentation at least [three] months in advance of the submission of the proposed publication or presentation to a journal, editor, or other third party.

(b) Review Period. The Sponsor will have [three] months after receipt of the materials to object to the proposed presentation or publication because there is patentable or potentially patentable subject matter that needs protection.

(c) Sponsor's Objection. If the Sponsor does makes such an objection, the University shall refrain from publishing or presenting the materials for [three] months from date of its receipt of the Sponsor's objection.

(d) No Response from Sponsor. If the Sponsor does not respond to the University's submission of materials for its review for [three] months, the University may proceed to publish or present these materials.

(e) Sponsor Information. The University shall not, without the Sponsor's prior written consent, publish or present any information that the Sponsor has supplied to the University in connection with the Research.

(f) Publication after End of Research. The University may publish or present any material relating to the Research [six] months after the date of submission of the final report referred to in section 1.5 or the date of termination of this agreement, as the case may be.

4. Payment Obligations

4.1. Total Compensation Amount. The Sponsor shall pay the University a total of $[TOTAL COMPENSATION AMOUNT] for performing its obligations under this agreement. The University shall apply these funds substantially in accordance with the budget itemizing the costs of the Research as set forth in Appendix B (Research Budget).

4.2. Payments. The Sponsor shall make an initial payment of $[INITIAL PAYMENT AMOUNT] within [30] days of the Effective Date. Thereafter, the Sponsor shall make progress payments based upon monthly invoices that the University submits to the Sponsor. The invoices shall identify the direct, facility, and administrative costs of the Research.

4.3. Due Date of Payment. The Sponsor shall pay the University's invoices within [30] days of receipt.

4.4. Final Payment. The Sponsor shall make the final payment under this agreement, which will include the unpaid balance of the total compensation amount, upon completion of the Research.

4.5. Payment Net of Taxes. All payments owed by the Sponsor are exclusive of taxes. The Sponsor shall pay, and the University shall collect and remit, any taxes payable.

4.6. Late Payments. Any amount not paid when due will bear interest from the due date until paid at a rate equal to [1]% per month ([12.68]% annually) or the maximum allowed by law, whichever is less.

5. Term. This agreement will begin on the Effective Date and continue for [CONTRACT TERM] unless terminated in accordance with this agreement.

6. Representations and Warranties. The University represents and warrants to the Sponsor as follows, acknowledging that the Sponsor is relying on these representations and warranties:

6.1. No Conflicts. The University is under no restriction or obligation that may affect the performance of its obligations under this agreement.

7. Acknowledgements. Each party acknowledges to the other party as follows:

7.1. Control of Research. Subject to and to the extent consistent with this agreement, the University acknowledges that the Sponsor has the right to control the Research.

7.2. Disclaimer of Warranty. The materials, information, and results provided by each party to the other are provided "as is" and without any warranties as to safety, accuracy, utility or fitness for a particular purpose or non-infringement.

7.3. Equipment. All equipment, instruments, and materials purchased or used by the University in connection with performance of the Research will at all times remain under the University's sole control and ownership.

7.4. Other Research. The Sponsor acknowledges that the University may be involved in similar research through individuals other than the Principal Investigator, on behalf of itself and others.

8. Agreements from Research Staff. The University shall obtain an appropriate written agreement from each person involved in the Research that requires them

(a) to maintain the confidentiality of the Confidential Information in accordance with the terms of this agreement,

(b) to promptly report and assign to the University all discoveries and inventions first conceived or reduced to practice as a result of or in connection with the Research, and

(c) not to collaborate with any person not employed by the University in any work relating to the Research without Sponsor's prior written consent.

9. Confidentiality

9.1. Confidentiality Obligations. During the Restricted Period, the University shall hold all Confidential Information in confidence in accordance with the terms of this agreement.

9.2. Use Solely for Research Purposes. The University shall use the Confidential Information solely for the purpose of carrying out the Research.

9.3. Permitted Disclosure. The University may disclose Confidential Information but only to University personnel engaged in carrying out the Research and only to the extent necessary for them to carry out the Research.

9.4. Required Disclosure. The University may disclose Confidential Information to a third party if it is required to do so by Law but only if, before that disclosure, the University, to the extent permitted by Law,

(a) gives the Sponsor Notice to allow it a reasonable opportunity to either seek a protective order or other appropriate remedy or waive the University's compliance with this section,

(b) reasonably cooperates with the Sponsor[, at the Sponsor's expense,] in its reasonable efforts to obtain a protective order or other appropriate remedy,

(c) discloses only that portion of the Confidential Information that[, having consulted with its counsel,] it is legally required to disclose, and

(d) uses reasonable efforts to obtain reliable written assurance from the third party that the Confidential Information will be kept confidential.

9.5. Value and Nature of Confidential Information. The parties acknowledge that the Confidential Information is proprietary and has competitive value. Accordingly, any disclosure to the Sponsor's competitors or to the public would be detrimental to the best interests of the Sponsor, which may incur losses, costs, and damages as a result.

9.6. Burden of Proof. The University will have the burden of proof relating to all exceptions to the definition of Confidential Information.[ The University may rely on its own written records in support of its position.]

10. Compliance with Laws. The parties shall comply with all applicable Laws relating to the Research. The University shall ensure that all personnel engaged, directly or indirectly, in carrying out the Research shall comply with all applicable Laws.

11. Insurance

11.1. Coverage. The University shall obtain and maintain the following for the benefit of officers, employees, and agents while acting within the scope of their employment by the University:

(a) workers' compensation insurance in the amount required by law,

(b) product liability insurance coverage appropriate to the risk involved in carrying on the Research, and

(c) adequate comprehensive general liability insurance with coverage for bodily injury, property damage, or other losses.

11.2. Proof of Insurance. At the Sponsor's request, the University shall provide it with

(a) certificates or other acceptable evidence of insurance evidencing its coverage, and

(b) at least [30] days' prior Notice of any change in or cancellation of the insurance coverage.

12. Books and Records

12.1. Recordkeeping. The University shall ensure that the Principal Investigator and all others assisting in carrying out the Research maintain accurate scientific records relating to the Research (include detailed, witnessed laboratory notebooks sufficient to document any inventions made).

12.2. Copies of Records. Upon request by the Sponsor and at the Sponsor's expense, the University shall promptly provide copies of all Research records to Sponsor, in whatever condition they are maintained by the Research staff.

12.3. Records Retention. The University shall retain all Research records for at least [RECORDS RETENTION PERIOD] following the termination of this agreement.

13. Inspection

13.1. Inspection. The University shall, upon reasonable Notice from the Sponsor, provide access to its offices during normal business hours for the purpose of conducting an inspection to verify that the University's compliance with the terms of this agreement. The University shall cooperate with the Sponsor in its inspection.

13.2. Conduct of Inspection. The Sponsor shall conduct any inspection in a manner so as not to unreasonably disrupt the University's business. The Sponsor shall restrict the scope, manner, and duration of any inspection to that reasonably necessary to achieve its purpose. Further, any financial records will only be available to the extent necessary to document staff effort relating to the Research.

14. Intellectual Property

14.1. Intellectual Property Rights. Except as provided in this section 14 (Intellectual Property),

(a) neither party acquires any interest in the Background Intellectual Property of the other party,

(b) the University owns all interest in the University Inventions, and

(c) the parties jointly own all interest in the Joint Inventions.

14.2. Sponsor Inventions. The Sponsor owns all interest in the Sponsor Inventions, the rights to which are not affected by this agreement.

14.3. Option for Exclusive License to Inventions

(a) Notice of Inventions. The University shall give prompt Notice to the Sponsor upon the creation of an Invention, including a suitable description and any other information reasonably requested by the Sponsor for the purpose of evaluating it for purposes of the option granted to it in this section.

(b) Grant of Option. In consideration of the Sponsor's support of the Research, the University hereby grants to the Sponsor an option to obtain an irrevocable, non-royalty bearing, worldwide, non-exclusive license, with the right to sublicense, of all intellectual property and other rights associated with any Invention, for a fee to be agreed upon by the parties.

(c) Exercise of Option. Sponsor shall exercise this option by giving the University Notice, during the Option Period, of its desire to exercise its option over the particular Invention.

(d) Negotiation of Terms of License. Upon the Sponsor's exercise of the Option, the parties shall meet within [30] days to negotiate, in good faith, the terms of the license, which will be consistent with the terms set forth in Schedule B (Terms of Exclusive License to Inventions).

(e) No License Concluded. If the Sponsor does not respond in a timely manner to the University's Notice under paragraph (a), or if the parties do not conclude a written agreement within [30] days of the Sponsor's exercise of its option, the University may license the particular Invention on terms no more favorable than those set forth in Schedule B (Terms of Exclusive License to Inventions) with no further obligation to the Sponsor.

(f) University's Abandonment of Invention. If the University decides not to pursue legal protection of its interest in any Invention or abandons its pursuit of such protection, it shall give prompt Notice of that fact to the Sponsor and assign to the Sponsor all its interest in the particular Invention.

15. Foreseeability. Neither party will be liable for breach-of-contract damages that the breaching party could not reasonably have foreseen on entering into this agreement.

16. Indemnification

16.1. Sponsor's Indemnity. The Sponsor shall indemnify each Indemnified Party against all claims, liability, and expenses (including legal fees) arising from any third party claim or proceeding brought against an Indemnified Party that alleges damages flowing, directly or indirectly, from the Research.

16.2. Mutual Indemnity. Each party shall indemnify the other party and its directors, governors, officers, employees, shareholders, partners, agents, and affiliates against all claims, liability, and expenses (including legal fees) arising from any third party claim or proceeding brought against one party that alleges any [grossly] negligent act or omission or willful conduct of the other party or its directors, governors, officers, employees, shareholders, partners, agents, or affiliates.

16.3. Notice of Claim. A party shall give prompt Notice to the other party of any claim or potential claim for indemnification under this section.

16.4. Exclusive Remedies. The rights granted under this section 16 (Indemnification) are the exclusive remedies available under this agreement in connection with the claims and losses that this section addresses.

17. Termination

17.1. Termination upon Notice. Either party may terminate this agreement for any reason upon [TERMINATION FOR CONVENIENCE NOTICE] days' Notice to the other party.

17.2. Failure to Name Successor Investigator. If the Principal Investigator is unable to continue to serve in that role and the parties are unable to agree as to an acceptable successor, this agreement will immediately terminate.

17.3. Termination upon Breach

(a) Failure to Pay. If the Sponsor fails to pay when due any amount owing under this agreement and that failure continues for [15] days, the University may terminate this agreement, with immediate effect, by giving Notice to the Sponsor.

(b) Any Other Breach. If one party

(i) commits any material breach or material default in the performance of any obligation under this agreement (other than the Sponsor's obligation to pay money), and

(ii) the breach or default continues for a period of [CURE PERIOD] days after the other party delivers Notice to it reasonably detailing the breach or default,

then the other party may terminate this agreement, with immediate effect, by giving Notice to the first party.

17.4. Effect of Termination

(a) Payment of Outstanding Amounts. The Sponsor shall immediately pay to the University all amounts outstanding as of the date of termination.

(b) Return of Copies. Upon termination or expiration of this agreement, the University shall return to the Sponsor all the Sponsor's property, both originals and copies, under its direct or indirect control, and

(c) Status Report. Upon termination of this agreement, the University shall deliver to the Sponsor the report described in section 2.05 (Status Report upon Termination).

18. Definitions. In addition to the terms defined above, the following definitions apply:

18.1. "Background Intellectual Property" means the intellectual property and other rights of either or both parties developed either before or independently of this agreement.

18.2. "Confidential Information" means all material non-public information, written or oral[, whether or not it is marked as confidential], disclosed or made available to the University through any means of communication or observation by the Sponsor[ or any of its Affiliates or representatives] to the University, but does not include information that

(a) is or becomes publicly known through no wrongful act of the University,

(b) the University received in good faith on a non-confidential basis from a source other than the Sponsor or its Representatives,

(c) was in the University's possession before its disclosure by the Sponsor or its Representatives,

(d) the University developed independently without breach of this agreement, or

(e) the Sponsor has explicitly approved, by Notice to the University, for release to a third party.

18.3. "Effective Date" means [EFFECTIVE DATE].

18.4. "Force Majeure" means any event that

(a) is beyond the reasonable control of a party,

(b) materially affects the performance of any of its obligations under this agreement, and

(c) could not reasonably have been foreseen or provided against,

but does not include general economic or other conditions affecting financial markets generally.

18.5. "Indemnified Party" means any of the University, its governors, or any University personnel engaged, directly or indirectly, in the Research.

18.6. "Inventions" means, collectively, University Inventions and Joint Inventions.

18.7. "Joint Invention" means any invention or improvement conceived or reduced to practice by inventors at the University and at the Sponsor the course of carrying out the Research.

18.8. "Law" means

(a) any law (including the common law), statute, by-law, rule, regulation, order, ordinance, treaty, decree, judgment, and

(b) any official directive, protocol, code, guideline, notice, approval, order, policy, or other requirement of any governmental authority having the force of law.

18.9. "Notice" means any notice, request, direction, or other document that a party can or must make or give under this agreement.

18.10. "Option Period" means the period beginning with the creation of an Invention and ending [six] months after Notice from the University of the creation of the Invention.

18.11. "Principal Investigator" means [NAME OF PRINCIPAL INVESTIGATOR].

18.12. "Research" means the research described in Schedule A (Details of Research).

18.13. "Restricted Period" means the period lasting for [RESTRICTED PERIOD] years after the termination of this agreement.

18.14. "Sponsor Invention" means any invention or improvement conceived or reduced to practice by the Sponsor or by any of its personnel or consultants in the course of carrying out the Research.

18.15. "University Invention" means any invention or improvement conceived or reduced to practice solely by the University personnel in the course of carrying out the Research.

19. General

19.1. Entire Agreement. This agreement contains all the terms agreed to by the parties relating to its subject matter. It replaces all previous discussions, understandings, and agreements.

19.2. Further Assurances. Each party, upon receipt of Notice from the other party, shall sign (or cause to be signed) all further documents, do (or cause to be done) all further acts, and provide all assurances as may reasonably be necessary or desirable to give effect to the terms of this agreement.

19.3. Amendment. This agreement may only be amended by a written document signed by both parties.

19.4. Assignment. Neither party may assign this agreement or any of their rights or obligations under this agreement without the prior written consent of the other party.

19.5. No Partnership. Nothing contained in this agreement creates a partnership, joint venture, principal-and-agent, or any similar relationship between the parties.

19.6. Third Party Beneficiaries. The indemnification terms of this agreement confer rights and remedies upon the University's governors, officers, employees, and agents. No person other than the parties themselves and those beneficiaries has any rights or remedies under this agreement.

19.7. Publicity. The Sponsor shall not use the name of the University or of any member of the University's staff, in any publicity, advertising, or news release without the prior written approval of an authorized representative of the University. The University shall not use the name of the Sponsor or of any Sponsor employee in any publicity without the Sponsor's prior written approval.

19.8. Notices

(a) Form of Notice. All notices and other communications between the parties must be in writing.

(b) Method of Notice. Notices must be given by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid[, (iv) fax][ or (v) electronic mail] to the party's address specified in this agreement, or to the address that a party has notified to be that party's address for the purposes of this section.

(c) Receipt of Notice. A Notice given in accordance with this agreement will be effective upon receipt by the party to which it is given or, if mailed, upon the earlier of receipt and the fifth Business Day following mailing.

19.9. Remedies Cumulative. Except as provided in section 16.4 (Exclusive Remedies), the rights and remedies available to a party under this agreement are cumulative and in addition to, not exclusive of or in substitution for, any rights or remedies otherwise available to that party.

19.10. Survival. Sections 3.3(f) (Publication after End of Research), 9 (Confidentiality), 12.02 (Copies of Records), 12.03 (Records Retention), and 17.04 (Effect of Termination) survive the termination[ or expiration] of this agreement.

19.11. Severability. If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

19.12. Waiver. A party's failure or neglect to enforce any of rights under this agreement will not be deemed to be a waiver of that party's rights.

19.13. Equitable Relief. The University acknowledges that its breach or threatened breach of any its obligations under section 9 (Confidentiality) would not be susceptible to adequate relief by way of monetary damages only. Accordingly, the Sponsor may, in that case, apply to court for any applicable equitable remedies (including injunctive relief), without the need to post any security.

19.14. Force Majeure. Neither party will be liable for any failure of or delay in the performance of any of its obligations under this agreement if its failure or delay is due to the occurrence of Force Majeure.

19.15. Governing Law. This agreement will be governed by and construed in accordance with the laws of the State of [GOVERNING LAW STATE], without regard to its conflict of laws rules.

19.16. Waiver of Jury Trial. Each party irrevocably waives its rights to trial by jury in any action or proceeding arising out of or relating to this agreement or the transactions relating to its subject matter.

19.17. Attorney Fees. If either party brings legal action to enforce its rights under this agreement, the prevailing party will be entitled to recover its expenses (including reasonable attorneys' fees) incurred in connection with the action and any appeal.

19.18. Interpretation

(a) Currency. Unless otherwise specified, all dollar amounts expressed in this agreement refer to American currency.

(b) Number and Gender. Unless the context requires otherwise, words importing the singular number include the plural and vice versa; words importing gender include all genders.

(c) Headings. The headings used in this agreement and its division into articles, sections, schedules,[ exhibits, appendices,] and other subdivisions do not affect its interpretation.

(d) Internal References. References in this agreement to articles, sections, and other subdivisions are to those parts of this agreement.

(e) Construction of Terms. The parties have each participated in settling the terms of this agreement. Any rule of legal interpretation to the effect that any ambiguity is to be resolved against the drafting party will not apply in interpreting this agreement.

19.19. Schedules and Exhibits. The following are attached to and form part of this agreement:

(a) Schedule A: Details of Research

(b) Exhibit 1: Terms of Exclusive License to Inventions

19.20. Counterparts. This agreement may be signed in any number of counterparts, each of which is an original and all of which taken together form one single document.

19.21. Effectiveness of Agreement. This agreement is effective as of the date shown at the top of the first page, even if any signatures are made after that date.

This agreement has been signed by the parties.

[UNIVERSITY NAME]

By:___________________________________

Name:

Title:

Date:

[SPONSOR NAME]

By:___________________________________

Name:

[Title:]

Date:

Schedule A

Details of Research

Exhibit 1

Terms of Exclusive License to Inventions

Overview

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