Research Project Proposal

RESEARCH PROJECT PROPOSAL

This Research Project Proposal ("Proposal") is made effective as of Effective Date: by and between Client Name: with address: and Researcher Name: with address: .

WHEREAS

WHEREAS, Client desires to commission research services relating to the subject matter described below and to obtain the deliverables set forth in this Proposal; and

WHEREAS, Researcher represents that Researcher has the requisite expertise, personnel and facilities to perform such research, and agrees to perform the research under the terms and conditions set forth herein; and

WHEREAS, the parties wish to set forth the scope, schedule, compensation and other material terms for the proposed research project in this written Proposal, with the intention that, upon execution by both parties, this Proposal shall constitute a binding agreement.

Project Identification

Scope of Work

Researcher shall perform the research tasks, experiments, analysis and reporting described below (collectively, the "Work"). Researcher will perform the Work in a professional manner in accordance with industry standards and applicable laws.

Payment Terms

In consideration for the performance of the Work, Client shall pay Researcher the fees and expenses described below in accordance with the schedule and payment provisions set forth herein.

All amounts are payable in the currency specified in the invoice. Except as expressly set forth herein, Client shall reimburse Researcher for reasonable pre-approved out-of-pocket expenses. Researcher shall submit invoices in accordance with the Payment Schedule and Client shall pay invoiced amounts within thirty (30) days of receipt unless otherwise specified.

Term and Termination

This Proposal shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Proposal for convenience upon written notice to the other party at least days prior to the effective date of termination. Termination for cause may be effected immediately upon written notice if the other party materially breaches any obligation and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Upon termination, Client shall pay Researcher for all Work performed and reasonable costs incurred through the effective date of termination, subject to any agreed set-offs.

Confidentiality

Each party (the "Receiving Party") shall keep confidential and shall not disclose to any third party any Confidential Information of the other party (the "Disclosing Party") except as required to perform obligations under this Proposal. "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that is (a) publicly known through no breach of this Proposal; (b) previously known to the Receiving Party without restriction; (c) rightfully obtained from a third party not under an obligation of confidentiality; or (d) independently developed without use of the Disclosing Party's Confidential Information.

The Receiving Party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. The Receiving Party may disclose Confidential Information to those of its employees, contractors, or advisors who have a need to know and who are subject to confidentiality obligations no less restrictive than those set forth herein. Upon termination or expiration of this Proposal, upon written request, the Receiving Party shall return or destroy the Disclosing Party's Confidential Information, except that the Receiving Party may retain one archival copy solely to monitor compliance with this Proposal.

Intellectual Property and Publications

Unless otherwise agreed in writing, Researcher grants Client a perpetual, non-exclusive, worldwide license to use Deliverables produced under this Proposal for Client's internal and commercial purposes. Ownership of pre-existing intellectual property of each party shall remain with the originating party. To the extent any Deliverables incorporate Researcher's pre-existing intellectual property, Researcher grants Client a license to such pre-existing intellectual property to the extent necessary to fully utilize the Deliverables as intended.

Researcher may seek to publish or present results arising from the Work only with Client's prior written consent, which shall not be unreasonably withheld. If requested by Client, Researcher shall delay publication for a limited period to allow Client to seek protective measures for confidential or patentable subject matter.

Representations, Warranties and Indemnification

Each party represents and warrants that it has the full right, power and authority to enter into this Proposal. Researcher represents that the Work shall be performed in a professional manner in accordance with generally accepted industry standards. Except for the express warranties contained herein, the Work and Deliverables are provided "as is" and Researcher disclaims all other warranties, whether express or implied. Each party shall indemnify and hold harmless the other party from third-party claims arising from the indemnifying party's breach of its representations, willful misconduct or negligence in performing obligations under this Proposal, subject to customary limitations.

Governing Law

This Proposal and any dispute arising out of or relating to it shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

Entire Agreement

This Proposal, together with any attachments, exhibits 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 understandings, agreements, representations and warranties, written or oral. Any modifications must be made in writing and signed by authorized representatives of both parties.

Acceptance

The undersigned, each duly authorized, agree to the terms and conditions of this Proposal. Upon execution by both parties, this Proposal shall constitute a binding agreement.

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