Collaborative Research Agreement Document

Collaborative Research Agreement Document

This Collaborative Research Agreement ("Agreement") is entered into as of Effective Date: by and between Party A Name: and Party B Name: .

Recitals (WHEREAS)

WHEREAS, Party A has expertise and facilities in the area of research described as Project Title: ; and

WHEREAS, Party B possesses complementary expertise and agrees to collaborate with Party A to perform the research activities set forth herein under the terms and conditions of this Agreement; and

WHEREAS, the Parties intend to define their respective responsibilities, funding, handling of confidential information and ownership of results generated in connection with the collaboration.

1. Principal Investigators and Contacts

2. Scope of Work

The Parties shall cooperate to perform the research tasks, experiments and analyses described below. The Scope of Work will include specific tasks, deliverables, milestones and technical approaches.

3. Payment Terms

In consideration for performance of the Scope of Work, the funding provided by a Party or third party shall be as follows:

4. 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 material breach by the other Party if such breach remains uncured for a period of Notice Period: days after written notice. Either Party may also terminate for convenience upon written notice to the other Party as agreed by the Parties in writing.

5. Confidentiality

Each Party may disclose Confidential Information to the other in connection with the Project. "Confidential Information" means non-public proprietary information disclosed in writing and marked confidential or, if disclosed orally, confirmed in writing within thirty (30) days. Recipient shall: (a) use Confidential Information only to perform its obligations under this Agreement; (b) restrict disclosure to employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement; and (c) exercise at least the same degree of care to protect Confidential Information as it uses for its own confidential information but not less than reasonable care.

Exceptions to confidentiality obligations include information that: (i) is or becomes publicly known other than by breach of this Agreement; (ii) was rightfully received from a third party without restriction; (iii) was independently developed by Recipient; or (iv) is required to be disclosed by law, in which case Recipient shall provide prompt notice to Discloser to seek protective measures.

6. Intellectual Property

(a) Background Intellectual Property (Background IP) shall remain the sole property of the Party bringing such Background IP into the collaboration. Each Party grants the other a non-exclusive, non-transferable, royalty-free license to use Background IP solely to perform the Scope of Work.

(b) Intellectual Property developed or conceived jointly in the performance of the Project (Joint IP) shall be owned jointly by the inventing Parties in proportion to their inventive contribution, unless the Parties agree otherwise in writing. Patent prosecution, maintenance and enforcement of Joint IP shall be conducted by mutual agreement and costs shared as agreed.

7. Publication and Presentation

The Parties encourage timely publication of results. Prior to submission for publication, the Publishing Party shall provide the other Party with copies of proposed manuscripts and related materials and allow Review Period: days to review for Confidential Information or patentable subject matter. Review shall be limited to identification of Confidential Information or patent filing needs and shall not unreasonably delay publication.

8. Warranties, Limitation of Liability and Indemnity

Each Party represents that it has authority to enter into this Agreement. EXCEPT AS EXPRESSLY PROVIDED, ALL WARRANTIES ARE DISCLAIMED. Neither Party shall be liable for incidental or consequential damages except for damages arising from willful misconduct or gross negligence. Each Party shall indemnify and hold harmless the other from third-party claims arising from the indemnifying Party’s negligent acts or breach of this Agreement, subject to applicable law.

9. Governing Law

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

10. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or such other address as either Party may designate by notice.

11. Entire Agreement

This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements. Any amendment or modification must be in writing and signed by authorized representatives of both Parties.

12. Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remainder shall continue in full force and effect. No Party may assign its rights or obligations without the prior written consent of the other Party, except to a successor in interest by merger or acquisition.

Sign Now