Business R&D Engagement Form

Business R&D Engagement Form

THIS BUSINESS RESEARCH AND DEVELOPMENT ENGAGEMENT AGREEMENT (the Agreement) is entered into as of the Effective Date set forth below by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client seeks research and development services to advance certain technical objectives described in this Agreement; and

WHEREAS, Service Provider has the technical expertise, personnel and facilities necessary to perform the research and development work described herein and is willing to perform such work pursuant to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. Scope of Work

Service Provider shall perform research and development services (the Work) as described in the Scope of Work below. The Work shall include, without limitation, the tasks, milestones and deliverables expressly described by the parties.

2. Payment Terms

Client shall pay Service Provider for performance of the Work as follows.

All amounts payable under this Agreement are exclusive of applicable taxes. Client shall reimburse reasonable and pre-approved out-of-pocket expenses incurred by Service Provider in the performance of the Work. Reimbursable expenses cap:

3. Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately for material breach that remains uncured for thirty (30) days after written notice of such breach.

4. Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

Each receiving party shall (a) hold Confidential Information in strict confidence using at least the same degree of care that it uses to protect its own confidential information (but no less than reasonable care); (b) use Confidential Information only to perform obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, consultants or subcontractors with a need to know who are bound by substantially similar confidentiality obligations.

Confidential Information shall not include information that the receiving party can demonstrate (i) was in the public domain at the time of disclosure; (ii) becomes publicly available through no fault of the receiving party; (iii) was lawfully in the receiving party's possession prior to disclosure; or (iv) is rightfully received by the receiving party from a third party without restriction. The confidentiality obligations set forth in this Section shall continue for years from the date of disclosure.

5. Intellectual Property

Subject to full payment of all amounts due hereunder, Service Provider agrees to assign and hereby assigns to Client all right, title and interest in and to all Work Product and inventions, discoveries, improvements, designs, know-how and data conceived, developed or reduced to practice by Service Provider specifically in the performance of the Work (Work Product). Service Provider shall execute such instruments and take such actions as Client may reasonably request to perfect Client's rights in the Work Product.

Notwithstanding the foregoing, Service Provider shall retain ownership of its pre-existing tools, software, methodologies and general know-how, provided that no such retained materials shall contain or require disclosure of Client Confidential Information except as expressly authorized in writing by Client.

6. Warranties; Liability

Service Provider represents that it will perform the Work in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN THIS SECTION, THE WORK IS PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Except for breaches of confidentiality or willful misconduct, neither party shall be liable for incidental, consequential, special or punitive damages. The aggregate liability of either party for any claim arising out of or related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles.

8. Notices

All notices required or permitted by this Agreement shall be in writing and delivered to the addresses below by certified mail, courier, or email with confirmation of receipt to the primary contact.

9. Entire Agreement

This Agreement, including any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any modification must be in writing and signed by authorized representatives of both parties.

10. Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign to an affiliate or successor in connection with a merger or sale of substantially all of its assets.

The parties each represent that they have the full right, power and authority to enter into and perform their obligations under this Agreement and that the individual signing below is authorized to bind the party for whom they sign.

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