Research White Paper

Research White Paper Agreement

This Research White Paper Agreement (the "Agreement") is entered into as of by and between:

Client Name:    Client Address:

Researcher Name:    Researcher Address:

Recitals

WHEREAS, the Client desires to commission a research white paper describing and analyzing the subject identified as ;

WHEREAS, the Researcher has the expertise and capacity to research, draft and deliver the white paper and associated deliverables under the terms set forth herein; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the preparation, delivery and use of the white paper.

Scope of Work

Payment Terms

Total Fee: $    Currency:

Late Payment: If any payment is not received within days of the due date, interest shall accrue at on the outstanding balance until paid in full. The Client shall also reimburse the Researcher for reasonable collection costs and attorneys' fees incurred to recover overdue amounts.

Term and Termination

Term Commencement Date:    Term End Date:

Either party may terminate this Agreement for convenience upon prior written notice of days to the other party. Termination for material breach shall be effective immediately upon written notice if the breach remains uncured for 30 days after receipt of notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party to the other in any form 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be understood to be confidential given the nature of the information and the circumstances of disclosure, including unpublished research, data, drafts, trade secrets and business plans.

Obligations: The recipient shall (a) hold Confidential Information in strict confidence, (b) use it solely for performance under this Agreement, and (c) not disclose it to any third party except to employees, contractors or advisors with a need to know and who are bound by obligations of confidentiality no less protective than those herein.

Exclusions: Confidential Information does not include information that is (i) publicly known through no breach by the recipient, (ii) rightfully received from a third party without breach of an obligation of confidentiality, (iii) independently developed by the recipient without use of Confidential Information, or (iv) required to be disclosed by law, provided the disclosing party is given prompt written notice and an opportunity to seek a protective order.

Duration: The recipient's duty of confidentiality with respect to Confidential Information shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Intellectual Property; Use of Work Product

Ownership: Unless otherwise agreed in writing, the Researcher retains ownership of underlying methodologies, tools, and pre-existing materials used in preparing the white paper. Upon full payment of all fees due under this Agreement, the Researcher grants the Client a perpetual, worldwide, royalty-free, transferable license to use, reproduce, distribute and display the final delivered white paper for the Client's internal and external business purposes.

Attribution: Unless the parties agree otherwise in writing, the Client may reproduce the Researcher's name as author or contributor in connection with any distribution of the white paper. Any substantial excerpt or modification by the Client shall include a notice of authorship consistent with industry practice.

Representations; Warranties; Liability

Each party represents that it has full power and authority to enter into this Agreement. The Researcher warrants that the white paper will be original and will not knowingly infringe third-party intellectual property rights. Except as expressly provided, the ResearchER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability: Except for liability arising from willful misconduct or gross negligence, in no event shall either party be liable for indirect, incidental, consequential, punitive or special damages. The Researcher's aggregate liability arising out of or related to this Agreement shall not exceed the total fees paid by the Client under this Agreement.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate by notice to the other.

Governing Law; Entire Agreement

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of without regard to principles of conflicts of law.

Entire Agreement: This Agreement (including all exhibits and attachments) constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. Any modification 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 the Client may assign to an affiliate or in connection with a change of control. Independent Contractor: The Researcher is an independent contractor and not an employee or agent of the Client.

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

Sign Now