Research Project Requests

RESEARCH PROJECT REQUEST

This Research Project Request is made effective as of by and between Requesting Party: with a principal address at and Research Provider: with a principal address at .

WHEREAS

WHEREAS, the Requesting Party desires to commission the Research Provider to perform the research project titled (the "Project") in accordance with the terms and conditions set forth herein;

WHEREAS, the Research Provider represents that it has the necessary qualifications, personnel, facilities and expertise to perform the Project and will perform professional services in accordance with accepted industry standards;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Request, the parties agree as follows.

REQUESTOR INFORMATION

RESEARCH PROVIDER INFORMATION

SCOPE OF WORK

The Research Provider shall perform the research services described below in accordance with the milestones and deliverables identified in this Request. The scope may be modified only by written amendment signed by both parties.

DELIVERABLES AND SCHEDULE

Deliverables shall be submitted in the format and at the times set forth below. All dates are target dates and may be revised only by written mutual agreement.

BUDGET AND PAYMENT TERMS

Invoices shall be submitted to the Requesting Party and shall include sufficient detail to identify work performed, persons involved, and time expended. Payment must be made within the agreed period set forth in the Payment Schedule. The Requesting Party may withhold payment for nonconforming deliverables until acceptance testing is completed as specified in the acceptance criteria.

Reimbursable expenses permitted in accordance with an agreed expense policy.

TERM AND TERMINATION

The term of this Request shall commence on and continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Request for convenience upon written notice to the other party delivered at least prior to the effective termination date. Either party may also terminate immediately for material breach if the breaching party fails to cure within fifteen (15) days after receipt of written notice of such breach.

CONFIDENTIALITY

Each party acknowledges that, in the course of performing this Request, 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, by its nature, should reasonably be considered confidential. Each party shall hold the other's Confidential Information in strict confidence, shall not disclose it to third parties except as authorized herein, and shall use it only to perform its obligations under this Request.

Confidential Information does not include information that (a) is or becomes publicly available other than by breach of this Request; (b) was lawfully known to the recipient prior to disclosure; (c) is disclosed by a third party not under an obligation of confidentiality; or (d) is independently developed by the recipient. A party may disclose Confidential Information if required by law or valid legal process, provided that, to the extent legally permitted, the disclosing party provides prompt written notice to the other party and cooperates in seeking a protective order or other appropriate remedy.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, the Research Provider retains ownership of its background intellectual property. All materials, data, reports, and deliverables specifically prepared for and paid for by the Requesting Party (collectively, "Work Product") shall be the exclusive property of the Requesting Party upon full payment, subject to the Research Provider's underlying rights in background intellectual property and third-party materials. The Research Provider hereby grants the Requesting Party a perpetual, irrevocable, worldwide, royalty-free license to use any background intellectual property incorporated in the Work Product to the extent necessary to use the Work Product for the Requesting Party's internal purposes.

LIMITATION OF LIABILITY; INDEMNIFICATION

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The Research Provider shall indemnify and hold harmless the Requesting Party from claims arising out of the Research Provider's gross negligence or willful misconduct in performing the services; the Requesting Party shall indemnify and hold harmless the Research Provider for claims arising from misuse of the Work Product or failure to pay fees when due.

GOVERNING LAW

This Request 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 disputes arising under this Request.

ENTIRE AGREEMENT

This Request, together with any attachments or mutually executed amendments, 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. No amendment or waiver shall be effective unless in writing and signed by both parties.

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