Research Project Collaboration Agreement

RESEARCH PROJECT COLLABORATION AGREEMENT

This Research Project Collaboration Agreement ("Agreement") is entered into as of Date: by and between:

Lead Institution:    Address:

Collaborating Institution:    Address:

WHEREAS

WHEREAS, the parties desire to collaborate on the research project titled Project Title: (the "Project") for the purpose of advancing scientific knowledge and developing potential applications of the Project results; and

WHEREAS, each party has distinct expertise, facilities, and personnel appropriate to perform the tasks described herein and will contribute resources on the terms set forth in this Agreement; and

WHEREAS, the parties intend to memorialize their respective responsibilities, financial contributions, intellectual property arrangements, confidentiality obligations, and governance for the Project.

SCOPE OF WORK

The parties shall perform the research activities set forth below. The scope may be amended by written agreement of authorized representatives.

PAYMENT TERMS

Lead Institution shall pay Collaborating Institution compensation for its performance under this Agreement as follows.

Late payment shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. In addition, the non-paying party may suspend performance after thirty (30) days' written notice if amounts due remain unpaid.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue in effect until End Date: , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing Notice Period: prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure within Cure Period: after receipt of written notice specifying the breach.

Upon termination, each party shall return or destroy Confidential Information as required by this Agreement, and final accounting and payment obligations will be settled within thirty (30) days unless otherwise agreed in writing.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that, under the circumstances, ought to be treated as confidential. Confidential Information does not include information that is: (a) publicly known at the time of disclosure; (b) rightfully received from a third party without restriction; (c) independently developed without use of the disclosing party's Confidential Information; or (d) required to be disclosed by law or valid legal process, provided the receiving party gives prompt notice to permit the disclosing party to seek protective measures.

The receiving party shall: (i) use Confidential Information only for the purposes of performing this Agreement; (ii) protect Confidential Information with at least the same degree of care as it protects its own confidential information, but no less than reasonable care; and (iii) restrict disclosure to employees, agents, or contractors with a need to know who are bound by confidentiality obligations no less protective than those set forth herein. Confidentiality obligations shall survive termination for a period of Confidentiality Duration (years): years.

INTELLECTUAL PROPERTY AND PUBLICATION

Background Intellectual Property shall remain the sole property of the party that owned it prior to this Agreement. New Intellectual Property conceived or reduced to practice in the performance of the Project ("Foreground IP") shall be owned as follows unless otherwise agreed in writing: ownership will vest in Creator(s) with licenses granted to the other party as necessary to use and exploit Project results for internal research and commercialization purposes as set out below.

The parties agree to coordinate publications. A party intending to publish Project results shall provide the other party with draft copies at least Review Period (days): days prior to submission to permit protection of patentable subject matter and removal of Confidential Information.

INDEMNITY AND LIABILITY

Each party shall indemnify and hold the other harmless from third-party claims arising from that party's negligent acts or willful misconduct in connection with performance under this Agreement. Except for willful misconduct or indemnities for third-party claims, neither party shall be liable to the other for consequential, incidental, or punitive damages. The aggregate liability of either party for direct damages shall not exceed Total Project Budget specified above.

NOTICES

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 law principles. The parties submit to the exclusive jurisdiction of the courts located in that State for any disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including all exhibits and schedules attached hereto and any amendments executed in writing by authorized representatives of the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is found invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. The parties are independent contractors; nothing in this Agreement creates a partnership, joint venture, or employment relationship.

Sign Now