Research Proposal Request

RESEARCH PROPOSAL REQUEST AND ENGAGEMENT AGREEMENT

RECITALS

WHEREAS, Client Name: seeks to commission a research study concerning Project Title: ; and

WHEREAS, Researcher/Institution Name: represents that it has the professional capability and capacity to prepare the requested research proposal and, upon acceptance, to perform the research described herein; and

NOW, THEREFORE, Client requests and Researcher agrees to prepare and submit a formal proposal and, where applicable, to enter into a separate engagement for performance of the research under the terms set forth below. Request Date:

SCOPE OF WORK

The Researcher shall prepare a detailed written proposal describing the methodology, anticipated deliverables, schedule, personnel, and resource requirements for the Project. The scope of the requested proposal should include all items necessary for evaluation and budgeting.

PAYMENT TERMS

The Client agrees to pay the Researcher for preparation of the proposal and for any subsequent engagement in accordance with the following payment terms. Fees charged for proposal preparation may be credited against future project fees if the parties execute a separate engagement agreement.

All amounts payable are due net within the period stated in the payment schedule. If payment is not received when due, Researcher may suspend further work until payments are brought current after providing written notice. Client shall reimburse Researcher for reasonable collection costs and attorneys' fees incurred in collecting overdue amounts.

TERM AND TERMINATION

This Request and any resulting proposal engagement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this section.

Either party may terminate any ensuing engagement for material breach by the other party if such breach is not cured within the notice period specified above. Termination for convenience by either party requires prior written notice equal to the notice period. Termination shall not relieve Client of the obligation to pay for services performed and costs reasonably incurred up to the effective date of termination.

CONFIDENTIALITY

The parties acknowledge that in connection with the proposal and any subsequent engagement, each may disclose Confidential Information. "Confidential Information" means nonpublic information disclosed in tangible or intangible form that is designated as confidential or that a reasonable person would understand to be confidential under the circumstances.

Each party agrees to: (a) use Confidential Information solely for purposes of preparing or performing the research proposal and any resulting engagement; (b) restrict disclosure to employees, subcontractors, and agents who have a need to know and are bound by confidentiality obligations no less protective than those herein; and (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

Notwithstanding the foregoing, a party may disclose Confidential Information as required by law, regulation, or valid court order, provided that the disclosing party provides prompt written notice to the other party to permit it to seek protective relief or other appropriate remedy.

GOVERNING LAW

This Request and any resulting engagement agreement shall be governed by and construed in accordance with the laws of the State of without regard to choice of law principles.

ENTIRE AGREEMENT

This Research Proposal Request, together with any mutually executed engagement agreement that incorporates it by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, and agreements, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

ADDITIONAL REPRESENTATIONS

By submitting this Request, Client represents that it has the authority to request the proposal and to fund the engagement if an agreement is reached. Researcher represents that it has the qualifications to perform the work and will disclose any conflicts of interest prior to commencement of work.

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