Research Services Agreement

RESEARCH SERVICES AGREEMENT

This Research Services Agreement ("Agreement") is entered into as of (the "Effective Date") by and between:

WHEREAS

WHEREAS, Service Provider has expertise and personnel capable of conducting research, analysis and related services in the field of ; and

WHEREAS, Client desires to retain Service Provider to perform the research services described herein and Service Provider agrees to perform such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend for the work product and treatment of confidential information to be governed by the terms of this Agreement.

SCOPE OF WORK

Service Provider shall perform the research services (the "Services") described below. The Services shall be performed in accordance with accepted professional standards and the schedule set forth in this Agreement.

PAYMENT TERMS

As consideration for the Services, Client shall pay Service Provider the fees set forth below pursuant to the schedule and conditions provided herein.

Late payments shall incur interest at a rate of on the outstanding balance, compounded monthly, or the maximum rate permitted by law, whichever is less. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Service Provider in enforcing payment.

TERM AND TERMINATION

Term: This Agreement shall commence on and shall continue until unless earlier terminated as provided below.

Termination for Convenience: Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Upon termination for convenience, Client shall pay Service Provider for Services performed and reimbursable expenses incurred through the effective date of termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receipt of written notice of such breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: The Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except as permitted herein.

Exceptions: Confidential Information does not include information that: (i) is or becomes publicly known through no breach of this Agreement by the Receiving Party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law, provided the Receiving Party gives prompt written notice to the Disclosing Party and cooperates in any effort to limit disclosure.

Return or Destruction: Upon termination or written request, the Receiving Party shall return or destroy all Confidential Information and certify in writing that it has complied with this obligation, except as required to be retained by law or for archival backup.

INTELLECTUAL PROPERTY

Ownership: Unless otherwise agreed in writing, Service Provider shall retain ownership of its pre-existing intellectual property and methodologies. Subject to Client's payment of all amounts due, Service Provider grants Client a non-exclusive, non-transferable license to use final deliverables for Client's internal research and business purposes as set forth in this Agreement.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Indemnification: Each party shall indemnify and hold harmless the other party from third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or breach of this Agreement.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, or indemnification obligations, neither party shall be liable for indirect, incidental, special, consequential or punitive damages and the aggregate liability of either party for any claim arising under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for disputes arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits and attachments expressly incorporated herein, 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. Any modification to this Agreement 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 addresses set forth above or to such other address as either party may designate by written notice. Notices shall be delivered by personal delivery, certified mail, or overnight courier.

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