Research Services Contract

Research Services Contract

This Research Services Contract (the "Agreement") is made as of Effective Date: between Client Name: with address: and Research Service Provider: with address: .

RECITALS

WHEREAS, Client desires to retain Provider to perform certain research, development, testing and related services as described in this Agreement; and

WHEREAS, Provider represents that it has the personnel, expertise and facilities necessary to perform the research services in accordance with the standards and schedule set forth herein; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the engagement.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

1. SCOPE OF SERVICES

1.1 Services. Provider shall perform the research services described in the Deliverables and Work Plan attached hereto and incorporated by reference (the "Services"). Provider shall perform Services in a professional and workmanlike manner consistent with industry standards.

2. PERFORMANCE SCHEDULE

2.1 Commencement and Term. Provider shall commence Services on or about and shall continue until completion of the Services or earlier termination in accordance with Section 7.

3. COMPENSATION; EXPENSES; INVOICING

3.1 Fees. Client shall pay Provider the fees set forth below in consideration for performance of the Services. Payment shall be made in accordance with the Payment Schedule.

3.2 Invoicing. Provider shall submit itemized invoices identifying Services performed, applicable milestones achieved, and expenses. Client shall pay undisputed amounts within days of receipt.

4. INTELLECTUAL PROPERTY

4.1 Ownership of Deliverables. Unless otherwise agreed in writing, all original works of authorship, data, reports, inventions and other Deliverables created specifically for Client by Provider in the performance of the Services (collectively, "Deliverables") shall be the exclusive property of Client upon full payment. Provider hereby irrevocably assigns to Client all right, title and interest in the Deliverables.

4.2 Background Intellectual Property. Notwithstanding the foregoing, Provider shall retain ownership of its pre-existing intellectual property and tools used or adapted in connection with performing the Services ("Background IP"). Provider grants Client a nonexclusive, perpetual, royalty-free license to use Provider Background IP solely to the extent incorporated into the Deliverables.

5. CONFIDENTIALITY AND DATA PROTECTION

5.1 Definition. "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

5.2 Obligations. Each party shall (a) protect the other's Confidential Information with at least the same degree of care it uses to protect its own similar information, (b) use Confidential Information only for purposes of performing under this Agreement, and (c) not disclose Confidential Information except to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

6. WARRANTIES; REPRESENTATIONS

6.1 Provider represents and warrants that (a) it has the authority to enter into this Agreement, (b) the Services will be performed in a professional manner consistent with applicable industry standards, and (c) the Deliverables, to the best of Provider's knowledge, do not knowingly infringe third-party intellectual property rights.

6.2 EXCEPT AS EXPRESSLY SET FORTH IN SECTION 6.1, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

7. TERMINATION

7.1 Termination for Convenience. Either party may terminate this Agreement for convenience upon days' prior written notice to the other party.

7.2 Termination for Cause. Either party may terminate for material breach if the breaching party fails to cure such breach within days after written notice specifying the breach. Upon termination, Client shall pay Provider for Services satisfactorily performed through the effective date of termination.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Provider Indemnity. Provider shall defend, indemnify and hold Client harmless from and against any third-party claims, liabilities, losses and expenses arising out of Provider's negligent acts, willful misconduct, or breach of Provider's representations, including claims of intellectual property infringement, provided that Client gives prompt written notice and reasonable cooperation.

8.2 Limitation of Liability. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS, THE AGGREGATE LIABILITY OF EACH PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT.

9. INSURANCE

Provider shall, at its expense, maintain insurance appropriate to the Services performed, including commercial general liability and professional liability (errors and omissions) coverage with minimum limits sufficient to cover Provider's obligations under this Agreement. Upon request, Provider shall provide certificates of insurance.

10. COMPLIANCE; EXPORT CONTROL

Each party shall comply with all applicable laws, rules and regulations in performing its obligations under this Agreement. Provider shall not export, re-export or otherwise transfer any technology, data or technical information in violation of applicable export control laws.

11. NOTICES

All notices, requests, consents and other communications required or permitted hereunder shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice.

12. AMENDMENT; ASSIGNMENT; WAIVER

12.1 Amendment. This Agreement may only be amended or modified by a written instrument signed by authorized representatives of both parties.

12.2 Assignment. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, provided that Client may assign without consent to an affiliate or in connection with a sale of substantially all of its assets.

12.3 Waiver. No waiver of any breach or default shall be effective unless in writing signed by the waiving party, and no waiver shall be deemed a waiver of any subsequent breach or default.

13. DISPUTE RESOLUTION

The parties shall attempt in good faith to resolve disputes arising out of or relating to this Agreement. If the parties cannot resolve a dispute within thirty (30) days, either party may submit the dispute to the courts located in the state specified below.

14. MISCELLANEOUS

14.1 Entire Agreement. This Agreement, together with any exhibits or attachments, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, oral or written, relating to the subject matter hereof.

14.2 Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.

14.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

SIGNATURES

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