Business TRD Template

Business TRD Template

Recitals

This Business Transaction and Research & Development Agreement (the Agreement) is made and entered into as of by and between:

Client Name:

Service Provider:

WHEREAS, Client seeks research, development, evaluation and related business transaction services to advance certain products, processes or technologies as described below; and

WHEREAS, Service Provider has the technical expertise, personnel and facilities necessary to perform such services and is willing to perform them on the terms and conditions set forth herein.

Scope of Work

Service Provider shall perform the services described in this Section in a professional manner consistent with industry standards. The specific tasks, milestones and deliverables will include, without limitation, the matters set forth below and in any appended schedules.

Payment Terms

Client shall pay Service Provider the amounts, on the schedule, and subject to the conditions stated below. All amounts are denominated in lawful currency.

Late payments shall bear interest and fees as set forth below. Service Provider may suspend work for nonpayment following the notice period described in Term and Termination, without waiving any other remedies.

Term and Termination

This Agreement commences on the Start Date set forth below and, unless earlier terminated in accordance with this Agreement, continues until the End Date set forth below or until completion of the Scope of Work, whichever occurs later.

Start Date:    End Date:

Confidentiality

For the purposes of this Agreement, "Confidential Information" means non-public, proprietary or business information disclosed by one party to the other, whether disclosed orally, in writing, electronically or by inspection, 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.

Each Receiving Party shall: (a) protect Confidential Information 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 its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except as permitted herein.

Notwithstanding the foregoing, Confidential Information may be disclosed to the extent required by law, regulation or court order, provided that the Receiving Party gives prompt written notice to the Disclosing Party and cooperates with reasonable efforts to limit the disclosure.

Representations, Remedies and Indemnity

Each party represents that it has the full corporate power and authority to enter into this Agreement. Service Provider represents that it will perform services in a professional manner consistent with applicable industry standards. Each party agrees to indemnify and hold the other harmless from and against any third-party claims arising from the indemnifying party's breach of this Agreement or its gross negligence or willful misconduct.

The parties agree that monetary damages may be an insufficient remedy for breach of confidentiality or intellectual property obligations and that injunctive relief may be awarded in addition to other remedies.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws rules. The parties shall endeavor to resolve disputes in good faith through negotiation. If unresolved, disputes shall be resolved through the courts of competent jurisdiction in that state unless the parties agree to arbitration in writing.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below (or to such other address as a party may designate by notice).

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger, reorganization or sale of substantially all of its assets.

Severability: If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Entire Agreement

This Agreement, together with any exhibits, schedules and amendments executed in writing by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

Signatures

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