Research Agreement

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

RESEARCH AGREEMENT

This Research Agreement (“Agreement”) is made and entered into on this {{day}} day of {{month}}, {{year}} (the “Effective Date”) by and between:

**{{Party_A_Name}}**, a company duly incorporated under the laws of {{Party_A_Jurisdiction}}, with its principal place of business at {{Party_A_Address}} (hereinafter referred to as “Party A”); and

**{{Party_B_Name}}**, a company duly incorporated under the laws of {{Party_B_Jurisdiction}}, with its principal place of business at {{Party_B_Address}} (hereinafter referred to as “Party B”).

Party A and Party B are hereinafter collectively referred to as the “Parties” and individually as a “Party”.

1. PURPOSE AND SCOPE OF RESEARCH

1.1. The Parties agree to collaborate on a research project tentatively titled “{{Project_Title}}” (the “Research Project”), as more fully described in **Exhibit A** attached hereto.

1.2. The primary objective of the Research Project is to achieve {{Project_Objective}}.

1.3. The scope of the Research Project includes, but is not limited to, {{Scope_of_Work}}.

2. RESPONSIBILITIES OF THE PARTIES

2.1. Each Party shall use its best efforts to carry out its responsibilities as outlined in **Exhibit B** attached hereto.

2.2. Party A’s key responsibilities shall include {{Party_A_Responsibilities}}.

2.3. Party B’s key responsibilities shall include {{Party_B_Responsibilities}}.

2.4. Each Party shall designate a primary contact person for the Research Project: Party A: {{Party_A_Contact_Person}}, Email: {{Party_A_Contact_Email}}; Party B: {{Party_B_Contact_Person}}, Email: {{Party_B_Contact_Email}}.

3. INTELLECTUAL PROPERTY

3.1. All intellectual property (IP) existing prior to the Effective Date of this Agreement, brought by a Party for the purpose of the Research Project, shall remain the sole property of that Party (“Background IP”).

3.2. All intellectual property conceived or first reduced to practice in the course of the Research Project shall be considered “Foreground IP”.

3.3. Foreground IP shall be {{Foreground_IP_Ownership_Clause}} (e.g., jointly owned by the Parties, or owned by one Party with specific licensing rights for the other).

3.4. The Parties shall agree on a separate IP management plan for the commercialisation, licensing, or publication of Foreground IP, if applicable.

4. CONFIDENTIALITY

4.1. Each Party acknowledges that it may have access to confidential and proprietary information belonging to the other Party. “Confidential Information” shall mean any information, technical data, or know-how, including, but not limited to, that which relates to research, products, processes, business plans, or finances, disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) in connection with the Research Project.

4.2. The Receiving Party agrees to keep the Disclosing Party’s Confidential Information strictly confidential and not to disclose it to any third party for a period of {{confidentiality_period}} years from the Effective Date, without the prior written consent of the Disclosing Party.

4.3. The obligations of confidentiality shall not apply to information that: (a) is or becomes publicly available without breach of this Agreement; (b) is known to the Receiving Party prior to disclosure by the Disclosing Party; (c) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (d) is required to be disclosed by law or by a governmental or judicial order.

5. TERM AND TERMINATION

5.1. This Agreement shall commence on the Effective Date and shall continue for a period of {{term_duration}} (e.g., one year, until completion of project), unless terminated earlier as provided herein.

5.2. Either Party may terminate this Agreement by giving {{notice_period}} days’ written notice to the other Party in the event of a material breach of this Agreement by the other Party, which breach is not remedied within {{cure_period}} days of receipt of such notice.

5.3. Upon termination, the Parties shall cooperate to ensure an orderly wind-down of the Research Project and return all Confidential Information of the other Party.

6. GOVERNING LAW AND DISPUTE RESOLUTION

6.1. This Agreement shall be governed by and construed in accordance with the laws of {{governing_law_jurisdiction}}.

6.2. Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, shall first be subjected to good faith negotiations between the Parties.

6.3. If the dispute cannot be resolved through negotiation within {{negotiation_period}} days, the Parties agree to submit the dispute to mediation in accordance with the rules of {{mediation_institution}}.

6.4. If mediation fails, the dispute shall be finally settled by arbitration in accordance with the rules of {{arbitration_institution}} by one or more arbitrators appointed in accordance with the said Rules. The seat of arbitration shall be {{arbitration_seat}}.

7. GENERAL PROVISIONS

7.1. **Entire Agreement:** This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether oral or written.

7.2. **Amendments:** No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.

7.3. **Notices:** All notices hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by registered mail, or by reputable courier service to the addresses specified in this Agreement.

7.4. **Assignment:** Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party.

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

SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Research Agreement as of the Effective Date.

**FOR PARTY A:**

___________________________

Name: {{Party_A_Signatory_Name}}

Title: {{Party_A_Signatory_Title}}

Date: {{Party_A_Signature_Date}}

**FOR PARTY B:**

___________________________

Name: {{Party_B_Signatory_Name}}

Title: {{Party_B_Signatory_Title}}

Date: {{Party_B_Signature_Date}}