Business R&E Form

BUSINESS R&E FORM

This Business Research and Experimentation Agreement (the Agreement) is entered into effective as of (Effective Date), by and between Client Name: with principal place of business at (Client), and Contractor Name: with principal place of business at (Contractor).

RECITALS

WHEREAS, Client conducts business activities involving the development of new or improved products, processes, or software and seeks to document and support expenditures and activities qualifying as research and experimentation under applicable law; and

WHEREAS, Contractor possesses technical expertise and capacity to perform research, development, testing, and experimental activities described herein and to provide programmatic records and deliverables required by Client; and

WHEREAS, the parties desire to set forth the terms under which Contractor will perform the research and experimentation services for Client and the manner in which results, expenses, confidentiality, and ownership will be handled.

SCOPE OF WORK

PAYMENT TERMS

Total Compensation: $ payable in accordance with the following schedule.

Invoicing Contact: Billing Address:

Late Payment Fee: on overdue amounts, calculated monthly on the unpaid balance.

TERM AND TERMINATION

Term Commencement Date: and Termination Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not less than days prior to the effective termination date. Either party may terminate immediately for material breach if the breach is not cured within days after written notice specifying the breach.

Upon termination, Contractor shall deliver to Client all completed work, work in progress, and all records documenting research activities and expenditures. Client shall pay Contractor for all undisputed Services performed and reasonable costs incurred through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means all non-public technical, scientific, financial, business, or other information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information includes, without limitation, experimental data, technical specifications, prototypes, financial records, and records of personnel involved in research activities.

Contractor shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees or subcontractors with a need to know who are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

The obligations under this Section do not apply to information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was rightfully known to the receiving party prior to disclosure; (iii) is rightfully received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by employees of the receiving party who had no access to the disclosing party's Confidential Information. A receiving party may disclose Confidential Information if required by law, provided it promptly notifies the disclosing party to permit seeking protective measures.

INTELLECTUAL PROPERTY AND RECORDS

All work product, inventions, developments, discoveries, improvements, and derivatives conceived, reduced to practice, or created by Contractor in the performance of the Services that relate to Client's business, projects, or proposed products (collectively, "Work Product") shall be the sole and exclusive property of Client. Contractor hereby assigns and agrees to assign to Client all right, title, and interest in and to such Work Product. To the extent any moral rights or other rights cannot be assigned, Contractor hereby irrevocably waives and agrees not to assert such rights.

Contractor shall maintain complete and accurate records of all research activities, time, and qualifying expenditures in accordance with generally accepted accounting practices and shall provide such records to Client upon reasonable request and upon termination.

COMPLIANCE; REPRESENTATIONS

Contractor represents and warrants that it will perform the Services in a professional and workmanlike manner consistent with industry standards and in compliance with applicable laws and regulations. Contractor further represents that it has the authority to enter into this Agreement and that its performance will not violate any agreement with third parties.

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 laws principles. Any dispute arising out of or related to this Agreement shall be resolved exclusively in the courts located within that state, and the parties consent to personal jurisdiction and venue therein.

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written agreements, understandings, and communications. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign this Agreement to an affiliate or successor in connection with a sale of substantially all of its assets or business to which this Agreement relates. The parties are independent contractors and nothing in this Agreement will be construed to create a partnership, joint venture, or agency relationship.

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