Research Services Deposit Engagement

Research Services Deposit Engagement

Effective Date:

Client Name:    Client Contact Email:

Provider Name:    Provider Contact Email:

Recitals

WHEREAS, Client desires to engage Provider to perform professional research services limited to the scope described below, subject to the terms and conditions set forth in this Research Services Deposit Engagement (the "Agreement");

WHEREAS, Provider has the expertise, personnel, and facilities necessary to perform the research services and is willing to accept a deposit to secure Provider's commitment to begin work and allocate resources;

NOW, THEREFORE, in consideration of the mutual covenants herein, the parties agree as follows.

Scope of Work

Payment Terms

Deposit Amount:    Due On or Before:

The deposit will be held by Provider and applied to Provider's invoices for services rendered. Provider shall issue invoices that itemize hours, rates, and expenses. If the deposit exceeds amounts invoiced at the time of termination, the unused portion shall be returned to Client in accordance with the Termination provisions below.

Late Fee: In the event of late payment beyond applicable invoice due dates, Client shall be charged a late fee of % per month on the outstanding balance, or the maximum permitted by law, whichever is lower.

Refundability of Deposit: Deposit non‑refundable except as expressly set forth in this Agreement. Deposit refundable pro rata for unused portions on termination for convenience.

Term and Termination

Term Commencement Date:    Intended Completion Date:

Either party may terminate this Agreement for convenience upon written notice to the other party no less than prior to the effective date of termination. Provider may terminate immediately for material breach or non-payment.

Upon termination, Provider shall deliver to Client all completed deliverables and an invoice for all services performed through the date of termination. Provider shall apply the deposit against such invoice and shall return any excess deposit to Client within days of final accounting.

Confidentiality

Each party (the "Receiving Party") shall hold in confidence and not disclose to any third party any Confidential Information disclosed by the other party (the "Disclosing Party") except as permitted in this Agreement. "Confidential Information" includes non‑public technical, business and financial information, research data, methodologies, and work product. Confidential Information does not include information that: (a) is or becomes publicly known without breach; (b) is rightfully received from a third party without restriction; (c) was in the Receiving Party's possession prior to disclosure; or (d) is independently developed by the Receiving Party.

The Receiving Party may disclose Confidential Information if required by law or valid order of a court or governmental body, provided that the Receiving Party gives the Disclosing Party prompt written notice and cooperates in any lawful effort to limit disclosure. The obligations of confidentiality shall survive termination of this Agreement for a period of , provided that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Ownership; Use of Work Product

Unless otherwise agreed in writing, Provider grants Client a non‑exclusive, non‑transferable license to use deliverables furnished under this Agreement for Client's internal business purposes. Provider retains ownership of methodologies, tools, and pre‑existing intellectual property used or developed in the course of performing services. Any assignment of intellectual property rights must be expressly set forth in a written amendment signed by both parties.

Representations; Indemnification

Each party represents that it has full power and authority to enter into this Agreement. Client shall indemnify and hold harmless Provider against claims arising from Client's misuse of deliverables or Client's violation of third‑party rights. Provider shall indemnify Client for gross negligence or willful misconduct in performing services.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles.

Entire Agreement; Amendment

This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, representations and understandings. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Notices

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or successor in interest.

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