Research Nexus Study

RESEARCH NEXUS STUDY AGREEMENT

This Research Nexus Study Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: and Research Provider Name: .

WHEREAS

WHEREAS, Client seeks to commission a research study to examine specified scientific, technical, or market-related subject matter and desires Provider to perform the Study described herein under the terms of this Agreement; and

WHEREAS, Provider represents that it has the personnel, expertise, facilities, and authority to conduct the Study and to deliver the Deliverables defined in this Agreement in accordance with professional standards customarily applied in similar research engagements; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the performance, payment, confidentiality, ownership of results, and governing law for the Study.

SCOPE OF WORK

Provider shall perform the Study and deliver the Deliverables as described below. Provider shall perform the work in a diligent, professional manner consistent with industry standards and shall assign qualified personnel to complete the tasks.

PAYMENT TERMS

In consideration for the performance of the Study, Client shall pay Provider the fees and reimbursements described below. All amounts payable under this Agreement shall be in the agreed currency and are exclusive of any taxes which shall be handled as provided in this Section.

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 convenience upon written Notice Period (days): days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice identifying the breach.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party), including but not limited to proprietary data, trade secrets, research methods, raw data, analyses, technical reports, and business plans, whether disclosed orally, visually, or in writing. Confidential Information does not include information that (i) is or becomes generally available to the public other than as a result of a breach of this Agreement; (ii) was already in the Receiving Party's lawful possession at the time of disclosure; or (iii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

The Receiving 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 not less than reasonable care; (b) use Confidential Information solely for purposes of performing or receiving the Study; and (c) not disclose Confidential Information to any third party except to employees, subcontractors, or agents who have a need to know and who are bound by confidentiality obligations at least as restrictive as those set forth herein. Upon termination or expiration of this Agreement, the Receiving Party shall, at the Disclosing Party's election, return or destroy all Confidential Information and certify in writing the completion of such return or destruction within thirty (30) days.

OWNERSHIP OF RESULTS AND INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider shall retain ownership of its pre-existing intellectual property and methodologies. Client shall own final Study Deliverables specifically produced for Client under this Agreement. Provider hereby grants Client a perpetual, non-exclusive, royalty-free license to use Provider's pre-existing materials to the extent incorporated into the Deliverables. Any underlying raw data, subject to confidentiality, shall be handled in accordance with the Data Handling provisions set out in this Agreement.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising out of its negligence, willful misconduct, or material breach of this Agreement. Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality obligations, neither party shall be liable to the other for incidental, consequential, special or punitive damages.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of Jurisdiction: without regard to its conflict of law principles.

ENTIRE AGREEMENT

This Agreement, including the Scope of Work and any appendices or statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. Any amendment or modification to this Agreement 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 below by hand, certified mail, or recognized courier service, or by electronic transmission when receipt is acknowledged.

ADDITIONAL TERMS

The parties may include additional terms or special conditions below. Any such additional terms, once signed by authorized representatives of both parties, shall form part of this Agreement.

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