Research Meta Analysis

RESEARCH META-ANALYSIS AGREEMENT

This Research Meta-Analysis Agreement (the "Agreement") is entered into as of , by and between:

Client Name:   Address:

Researcher/Contractor Name:   Address:

WHEREAS

Whereas, Client desires to commission a systematic meta-analysis of specified published and unpublished studies relating to the Project Title: (the "Project"); and

Whereas, Researcher represents that Researcher has the expertise, resources and personnel necessary to perform the meta-analytic synthesis, statistical aggregation, and reporting required for the Project in accordance with accepted scientific standards; and

Whereas, the parties desire to set forth their respective rights and obligations with respect to the conduct, payment, confidentiality, ownership and use of the results of the Project.

SCOPE OF WORK

Deliverables shall include: (a) an annotated database of included studies and extraction forms; (b) a statistical syntheses file with reproducible code and outputs; (c) a written report including methods, results, tables, figures, and an executive summary; and (d) any supplementary appendices agreed by the parties. Timelines for milestone deliveries shall be set forth in the Payment Schedule section below or in the written milestone schedule attached by the parties.

PAYMENT TERMS

Any undisputed amount not paid within days of the due date shall accrue interest at the lesser of (i) per month, or (ii) the maximum rate permitted by applicable law. Client shall also be responsible for reasonable collection costs and expenses incurred by Researcher to obtain late payments.

TERM AND TERMINATION

Term Commencement: This Agreement shall commence on , and shall continue until , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice delivered to the other party no fewer than days prior to the effective termination date. Either party may terminate immediately for material breach if such breach remains uncured for thirty (30) days after written notice of breach. Upon termination, Client shall pay Researcher for all work performed and reasonable, documented costs incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public, proprietary information disclosed by either party to the other in connection with this Agreement, including but not limited to unpublished data, extraction forms, analytic code, and draft reports. Each party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely for the purposes of performing its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidential Information shall not include information that is or becomes publicly available through no fault of the receiving party, or that the receiving party rightfully obtains from a third party without restriction.

Notwithstanding the foregoing, either party may disclose Confidential Information to the extent compelled by law, regulation or valid legal process, provided that the compelled party gives the other party prompt written notice and reasonably cooperates to seek confidential treatment or a protective order at the requesting party's expense.

INTELLECTUAL PROPERTY AND PUBLICATION

Unless otherwise agreed in writing, Researcher retains ownership of original analytic code and intermediate datasets created by Researcher, subject to Client's perpetual, non-exclusive license to use deliverables for internal research and policy purposes. Final written reports and aggregated, non-attributable results produced under this Agreement shall be jointly owned unless the parties execute a separate written assignment. Any intended public dissemination, presentation, or publication of results shall require prior written approval from the other party, which approval shall not be unreasonably withheld. Where publication will identify the other party or use proprietary data, authorship, acknowledgement, and data sharing provisions shall be mutually agreed in writing.

WARRANTIES; LIMITATION OF LIABILITY

Researcher warrants that services will be performed in a professional manner consistent with prevailing research standards. EXCEPT FOR THE FOREGOING, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND EACH PARTY'S AGGREGATE LIABILITY FOR DIRECT DAMAGES SHALL BE LIMITED TO THE FEES PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved exclusively in the state or federal courts located within that state, and the parties hereby submit to the personal jurisdiction of such courts.

ENTIRE AGREEMENT

This Agreement, including any written attachments or executed statements of work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and representations, whether oral or written. Any amendment or waiver must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth above or to such other address as either party may designate by written notice. Notices are effective upon personal delivery, confirmed electronic delivery to the designated email address, or three (3) days after deposit in the U.S. mail, certified mail, return receipt requested.

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