Research and Development Grant Form

Research and Development Grant Form

Grantor Name:     Recipient Name:

Effective Date:     Project Title:

RECITALS

WHEREAS, Grantor is providing financial assistance to support scientific, technical or product development activities consistent with the objectives of the parties; and

WHEREAS, Recipient has represented that Recipient possesses the personnel, facilities and expertise necessary to perform the research and development described in this agreement and intends to use the grant funds solely for authorized Project activities; and

WHEREAS, the parties desire to set forth the terms and conditions under which Grantor will provide funding to Recipient for the Project;

SCOPE OF WORK

BUDGET AND USE OF FUNDS

Total Grant Amount: $

Funds shall be used only for approved Project expenses and in accordance with the budget above. Any reallocation of funds in excess of % requires prior written approval by Grantor.

PAYMENT TERMS

Payment Method:
Wire transfer Check Other (specify in notes)

Late Payment Fee: % per month on overdue amounts, calculated from invoice due date until fully paid.

REPORTING AND RECORDS

Record Retention: Recipient shall retain financial and technical records related to the Project for a period of years following final payment and shall permit Grantor reasonable inspection upon request.

INTELLECTUAL PROPERTY

Ownership of Inventions: Unless otherwise agreed in writing, Recipient shall retain ownership of inventions and know-how developed solely by Recipient personnel in the course of performing the Project. Grantor shall receive a non-exclusive, royalty-free license to use Project results for internal research and evaluation purposes. If parties wish to negotiate different rights, describe below and attach executed agreement.

TERM AND TERMINATION

Project Start Date:     Project 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 days after written notice. Grantor may suspend funding immediately upon written notice if Recipient materially misuses funds or ceases significant Project activity.

Notice Period for Voluntary Termination by Grantor: days prior written notice, during which Recipient may submit a winding-down plan for mutual consideration.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public technical, business and financial information disclosed by one party to the other that is designated as confidential or which should reasonably be understood to be confidential given its nature.

Obligations: Receiving party shall (a) protect Confidential Information with at least the same degree of care it uses for its own confidential materials but not less than reasonable care; (b) use Confidential Information solely to perform obligations under this agreement; and (c) not disclose Confidential Information to third parties except to representatives with a need to know who are bound by confidentiality obligations at least as protective as those herein.

Exceptions: Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, was rightfully known prior to disclosure, is independently developed without use of Confidential Information, or is required to be disclosed by law or valid order of a court or governmental authority, provided recipient gives prompt notice where lawful and reasonably practicable to allow Grantor to seek protective measures.

GOVERNING LAW

This agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties hereby submit to the exclusive jurisdiction of the state and federal courts located within that state for resolution of disputes.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full right, power and authority to enter into this agreement and to perform its obligations hereunder; that such performance will not violate applicable law or any agreement with a third party; and that the information provided in connection with the Project is, to the best of its knowledge, accurate and complete.

ENTIRE AGREEMENT

This document, including any attachments and schedules executed by the parties, constitutes the entire agreement between Grantor and Recipient with respect to the subject matter hereof and supersedes all prior understandings, negotiations and agreements, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign its rights or delegate its duties under this agreement without the prior written consent of the other party, except that Grantor may assign this agreement in connection with a sale of substantially all of its assets or business to which this agreement relates.

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