Research Study Results

RESEARCH STUDY RESULTS AGREEMENT

Effective Date:

Parties

Recitals

WHEREAS, Provider has conducted a research study entitled: (the "Study") to investigate matters described in the Scope of Work below;

WHEREAS, Client contracted with Provider for the delivery of the Study results and related materials in accordance with the terms set forth in this Agreement;

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to delivery, use, confidentiality, and payment for the Study Results.

Scope of Work

Provider shall prepare and deliver the Study Results, which shall include a written final report, supporting data tables, and any specified appendices in the format agreed by the parties below. The specific tasks, deliverables, and acceptance criteria are described in detail:

Delivery and Acceptance

Delivery Date: . Client shall have days from delivery to review and provide written notice of any non-conformities. Absent timely written notice, the Study Results shall be deemed accepted.

Payment Terms

Total Fee: $. Payment shall be made in accordance with the schedule below.

Late Fee: If Client fails to timely pay any undisputed amount, Provider may assess a late fee equal to % per month on the overdue principal, or the maximum allowed by law if lower. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Provider in collecting overdue amounts.

Term and Termination

Term Start Date: . Term End Date: . This Agreement shall continue until the obligations of the parties are fulfilled or until earlier termination as provided below.

Either party may terminate this Agreement for convenience upon written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and costs incurred prior to termination.

Confidentiality

"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 and the circumstances of disclosure, including Study Results, raw data, methodologies, and proprietary analyses. Each recipient shall: (a) hold Confidential Information in confidence using at least the same degree of care it uses for its own confidential information but no less than reasonable care; (b) use Confidential Information solely for the purposes of this Agreement; and (c) not disclose Confidential Information to any third party except as expressly permitted below.

Exceptions: The obligations above do not apply to information that: (i) is or becomes generally available to the public through no fault of the recipient; (ii) was lawfully in the recipient's possession prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the recipient without use of Confidential Information. Disclosure required by law or valid legal process is permitted only after the recipient uses reasonable efforts to provide prior notice to the disclosing party and to obtain protective measures.

Are disclosures to specified third parties permitted? Yes

Intellectual Property and Data Ownership

Provider retains ownership of its pre-existing intellectual property and methodologies. Subject to Client's payment in full pursuant to this Agreement, Provider grants Client a non-exclusive, transferable, worldwide license to use, reproduce, and distribute the Study Results for Client's internal business purposes. Any rights to raw data, underlying code, or proprietary tools used to generate the Study Results shall remain with Provider unless otherwise expressly assigned in writing.

Representations and Warranties; Liability

Each party represents that it has the authority to enter into this Agreement. Provider warrants that it will perform services in a professional manner consistent with generally accepted industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THE STUDY RESULTS ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES. PROVIDER'S AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL PAYMENTS RECEIVED FROM CLIENT UNDER THIS AGREEMENT.

Governing Law

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

Entire Agreement; Amendments

This Agreement, together with any attached Schedules and exhibits, constitutes the entire agreement between the parties with respect to the Study Results and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets. Notices: All notices required under this Agreement must be in writing and delivered to the addresses set forth above or to such other address as a party may specify in writing.

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