Business R&D Services Agreement

Business R&D Services Agreement

This Business R&D Services Agreement (the "Agreement") is made as of Effective Date: by and between Client Name: with principal place of business at ("Client"), and Service Provider Name: with principal place of business at ("Provider"). The Client and Provider are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

Recitals

WHEREAS, Client requires research and development services to develop, test, and evaluate certain technical concepts, prototypes, or processes described in this Agreement; and

WHEREAS, Provider has technical expertise, personnel, facilities and experience in research and development activities relevant to Client's objectives and is willing to perform such services under the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the Parties agree as follows.

1. Scope of Work

Provider shall perform research, development and related services as described in the Scope of Work below (the "Services"). Provider shall use commercially reasonable efforts, qualified personnel, and industry-standard methods in performing the Services.

2. Payment Terms

Client shall pay Provider the fees set forth below in consideration for the Services. All fees are exclusive of taxes unless otherwise stated. Provider shall invoice Client in accordance with the schedule below and Client shall pay undisputed amounts within the number of days set forth in each invoice.

Any undisputed amount not paid when due shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law. In addition, Client shall be responsible for reasonable collection costs, including attorneys' fees, incurred by Provider in collecting overdue amounts.

3. Term and Termination

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Section, continues until End Date: .

Either Party may terminate this Agreement for convenience upon prior written notice to the other Party at least days prior to the effective date of termination. In the event of termination for convenience, Provider shall be entitled to payment for Services performed and reimbursable expenses incurred through the effective date of termination.

4. Confidentiality

"Confidential Information" means non-public business, technical and financial information disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, research data, prototypes, designs, specifications, know-how, trade secrets, software, business plans and customer information.

The Receiving Party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or affiliates who have a need to know and who are bound by confidentiality obligations no less protective than this Agreement.

The obligations in this Section shall survive termination or expiration of this Agreement for the period specified above except with respect to information that: (i) is or becomes publicly known through no breach; (ii) was rightfully received from a third party without restriction; (iii) was independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (iv) is required to be disclosed by law, provided the Disclosing Party is given prompt notice and the scope of disclosure is limited to the extent legally permitted.

5. Intellectual Property

Unless otherwise agreed in writing, Provider hereby assigns to Client all right, title and interest in and to inventions, discoveries, designs, works of authorship and other results of the Services that are conceived, reduced to practice, created or developed specifically for Client under this Agreement (collectively, "Deliverables"). Provider shall execute such instruments and take such actions as reasonably required to effect, maintain and protect Client's rights in the Deliverables.

Notwithstanding the foregoing, Provider shall retain ownership of its Background IP (pre-existing intellectual property and general skills and know-how) and grants Client a non-exclusive, worldwide, royalty-free license to the extent necessary to exploit the Deliverables as provided by this Agreement. If the Parties require different allocation of rights, specify below and attach as an exhibit.

6. Warranties; Disclaimers

Provider represents and warrants that it will perform the Services in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

7. Indemnification and Limitation of Liability

Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party (the "Indemnified Party") from and against claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising from (a) the Indemnifying Party's breach of this Agreement, or (b) the Indemnifying Party's gross negligence or willful misconduct. The Indemnified Party shall provide prompt written notice of any claim and cooperate in the defense.

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BREACHES OF CONFIDENTIALITY OR INTELLECTUAL PROPERTY INFRINGEMENT, NEITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL EXCEED THE AMOUNTS PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

8. Compliance; Export Controls

Each Party shall comply with all applicable laws, rules and regulations in performing its obligations, including applicable export control laws. Provider shall not export, re-export or transfer any technical data or software without complying with applicable licensing or authorization requirements.

9. Notices

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

10. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified above, without regard to conflict of laws principles. The Parties shall attempt in good faith to resolve disputes through negotiation; if unresolved, disputes shall be resolved in the courts located in the specified jurisdiction or by mutually agreed arbitration if the Parties elect.

11. Miscellaneous

Entire Agreement. This Agreement, together with any exhibits and statements of work expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior or contemporaneous understandings, communications, and agreements, oral or written.

Amendment. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

Assignment. Neither Party may assign this Agreement or any rights hereunder without the prior written consent of the other Party, except that either Party may assign to an affiliate or to a successor by merger or acquisition provided that the assigning Party remains liable for performance.

Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision will be struck and the remaining provisions will remain in full force and effect.

Force Majeure. Neither Party shall be liable for failure or delay in performance to the extent caused by acts beyond its reasonable control, provided that the affected Party gives prompt written notice and uses reasonable efforts to mitigate the delay.

12. Signatures

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