Project Proposal for Chemistry Project

PROJECT PROPOSAL FOR CHEMISTRY PROJECT

This Project Proposal and Services Agreement (the Agreement) is entered into by and between:

Client Name:    Client Address:

Contractor Name:    Contractor Address:

RECITALS

WHEREAS, Client seeks professional services to design, conduct and report on a chemistry research project described as: Project Title:

WHEREAS, Contractor represents that Contractor has the qualifications, facilities, personnel and experience necessary to perform laboratory research, experimentation, analysis and reporting in the field of chemistry as more specifically described herein; and

WHEREAS, Client desires to retain Contractor to perform the services under the terms and conditions set forth in this Agreement, and Contractor agrees to perform such services.

PROJECT SUMMARY

SCOPE OF WORK

Contractor shall perform the services described below. Contractor will exercise the degree of care, skill and diligence normally exercised by laboratory professionals performing similar services. Contractor shall provide written progress reports and final documentation in accordance with the timeline and deliverables set forth.

TIMELINE AND MILESTONES

Milestone 1 - Description:

Target Completion Date:

Milestone 2 - Description:

Target Completion Date:

PAYMENT TERMS

Client shall pay Contractor the fees and expenses set forth below in consideration for the services and deliverables.

All invoices are due in accordance with the Payment Schedule. Unpaid amounts shall accrue interest at the rate specified above and Client shall reimburse Contractor for reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

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

Start Date:

End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period set forth above. Termination shall not relieve Client of liability for services performed or costs incurred prior to termination.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure, including but not limited to research data, experimental results, protocols, methods, formulas, and proprietary analyses.

Receiving Party shall (a) hold Confidential Information in strict confidence, (b) not disclose it to third parties except as required to perform the Services and only under written confidentiality obligations at least as protective as those herein, and (c) use Confidential Information solely to perform its obligations under this Agreement. Confidential Information does not include information that is or becomes publicly known through no breach by Receiving Party, is already known to Receiving Party without restriction at the time of disclosure, or is independently developed without use of the Disclosing Party's Confidential Information. Upon termination or at Disclosing Party's request, Receiving Party shall promptly return or destroy all Confidential Information and certify such return or destruction in writing.

INTELLECTUAL PROPERTY; DATA RIGHTS

Unless otherwise agreed in writing, Contractor grants Client a non-exclusive, royalty-free license to use the deliverables for Client's internal purposes. Contractor retains ownership of pre-existing methodologies, know-how and tools. Inventorship and patent rights shall be governed by applicable law and any separate written agreement between the parties addressing inventions and patent prosecution shall control.

INDEMNIFICATION; LIABILITY

Each party shall indemnify and hold harmless the other party from third-party claims arising from its gross negligence or willful misconduct in connection with this Agreement. EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR A PARTY'S BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE FEES PAID TO CONTRACTOR UNDER THIS AGREEMENT.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state specified below, without regard to conflict of law rules.

ENTIRE AGREEMENT; AMENDMENT

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

NOTICES

Notices under this Agreement shall be sent in writing to the addresses set forth above and shall be effective upon receipt.

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