Research & Development Application

Research & Development Application and Agreement

WHEREAS, Applicant Name: seeks funding, access to facilities, or collaborative support to conduct research and development described herein; and

WHEREAS, Sponsor Name: is willing to consider support on the terms and conditions set forth in this application and agreement; and

WHEREAS, the parties intend to define the project scope, budget, compliance obligations, confidentiality and intellectual property expectations in a manner that permits timely execution of research and development activities;

Applicant Information

Project Information

Budget & Payment Terms

Payment Schedule: Sponsor will disburse funds according to the following schedule and upon receipt of invoices:

Invoicing Frequency: . Payments due within days of invoice receipt.

Late Payment: Overdue amounts shall incur interest at or the maximum permitted by law, plus reasonable collection costs.

Term, Termination & Notices

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

Termination for Convenience: Either party may terminate upon days' prior written notice. Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure within days after receipt of notice.

Effects of Termination: Upon termination, Sponsor shall pay Applicant for work satisfactorily performed through the effective date of termination, subject to offsets for noncompliance. Sections that by their nature survive termination (including confidentiality, intellectual property obligations, indemnity and payment obligations) shall survive termination.

Compliance & Certifications

The Applicant certifies that the proposed work will comply with applicable federal, state and local laws, regulations and institutional policies, including but not limited to human subjects protections, laboratory safety, export controls, and environmental regulations. Applicant indicates the following (check all that apply):

Confidentiality

Confidential Information means nonpublic information disclosed by one party to the other that is identified as confidential at disclosure or by its nature should reasonably be understood to be confidential. Each receiving party shall (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, (b) use Confidential Information solely for evaluation and performance of the Project, and (c) not disclose Confidential Information to third parties except to its employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein.

Exclusions: Confidential Information does not include information that is: (i) publicly known through no breach by the receiving party; (ii) rightfully received from a third party without restriction; (iii) independently developed without use of the disclosing party's Confidential Information; or (iv) required to be disclosed by law or regulation, provided the receiving party gives prompt notice to the disclosing party and limits disclosure to the extent legally required.

Term: Confidentiality obligations shall survive for a period of from disclosure, except that trade secrets shall remain protected for as long as they qualify as trade secret under applicable law.

Intellectual Property

Ownership of Intellectual Property will be governed by the parties' separate written agreement or, absent such agreement, by the following default allocation: Applicant retains ownership of inventions and works made solely by Applicant; Sponsor retains ownership of pre-existing materials provided by Sponsor; jointly developed inventions shall be jointly owned unless otherwise agreed in writing. Parties shall negotiate in good faith any necessary licenses to permit commercialization.

Indemnity & Liability

Each party shall indemnify and hold harmless the other party from liabilities arising from its own negligence or willful misconduct in the performance of this Agreement. Neither party shall be liable for consequential, incidental or punitive damages except in cases of gross negligence or willful misconduct.

Governing Law & Entire Agreement

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict-of-law principles.

Entire Agreement: This document, together with any attachments, exhibits and subsequent written agreements signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior understandings and communications, whether written or oral.

Attachments & Additional Information

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