Research Package Template

RESEARCH PACKAGE AGREEMENT

Parties

Recitals

WHEREAS, Client desires to retain Provider to perform research, analysis and related deliverables described herein, and Provider has the capability and expertise to provide such services; and

WHEREAS, the parties intend to set forth the terms under which Provider will perform the research services and deliver the research package to Client.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows. Effective Date:

Scope of Work

Provider shall perform research activities and produce the research package as described below. The scope may include literature review, data collection, analysis, synthesis of findings, preparation of written reports and creation of supporting exhibits. Specific tasks, deliverables and acceptance criteria are set forth in this section.

Project Milestones and Schedule

The parties agree the project will proceed according to the milestones and payment schedule set forth below. Provider will use commercially reasonable efforts to meet each scheduled milestone.

Payment Terms

Client shall pay Provider the fees set forth in this Agreement in exchange for the services and deliverables. All fees are due in accordance with the milestone schedule above unless otherwise agreed in writing.

Provider shall submit invoices in accordance with the payment schedule. Client shall pay invoices within the payment term specified. Disputed amounts must be raised in writing within 10 days of receipt; undisputed portions remain payable.

Term and Termination

This Agreement shall commence on the Start Date and continue until the End Date or until terminated in accordance with this section.

Either party may terminate this Agreement for material breach if the breach is not cured within 30 days following written notice. Termination shall not relieve Client of the obligation to pay for work completed and accepted through the effective date of termination.

Confidentiality

Each party acknowledges that in the performance of this Agreement it may receive confidential information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Each party shall: (a) hold Confidential Information in 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 to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidentiality obligations do not apply to information that is publicly available through no breach of this Agreement, already known to the receiving party without obligation of confidentiality, independently developed, or required to be disclosed by law (provided the disclosing party is given prompt notice and, where possible, an opportunity to seek protective relief).

Intellectual Property

Unless otherwise agreed in writing, Provider retains ownership of any pre-existing methodologies, tools, templates and know-how. Upon full payment of amounts due, Provider grants Client a non-exclusive, perpetual, worldwide license to use the final deliverables for internal business purposes. Provider may retain and use non-identifying aggregated results for marketing and internal research purposes consistent with confidentiality obligations.

Representations and Warranties; Liability

Each party represents that it has the authority to enter this Agreement. Provider represents that services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR LOST PROFITS, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES. PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT.

Governing Law

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

Entire Agreement

This Agreement, including all attachments and statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. Any amendment or modification 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 delivered to the contact information set forth below.

Miscellaneous

If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture or employment relationship. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a sale of substantially all its assets.

Headings are for convenience only and do not affect interpretation. Time is of the essence with respect to the performance of Provider's obligations under this Agreement.

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