A Research Agreement is an agreement between a company and a research organization whereby the company engages the organization to conduct research on healthcare matters. This agreement contains the same provisions of a contract such as payments, reimbursements, scope of work, and milestones. It is typical that the resulting intellectual property will be owned by the company. However, researchers must always retain the right to publish their findings within a reasonable time frame. This sample agreement contains both standard clauses as well as opportunities for customization to ensure that the understandings of the parties are properly set forth.
A Research Agreement is an agreement between a company and a research organization whereby the company engages the organization to conduct research on healthcare matters. This agreement contains the same provisions of a contract such as payments, reimbursements, scope of work, and milestones. It is typical that the resulting intellectual property will be owned by the company. However, researchers must always retain the right to publish their findings within a reasonable time frame. This sample agreement contains both standard clauses as well as opportunities for customization to ensure that the understandings of the parties are properly set forth. RESEARCH AGREEMENT THIS RESEARCH AGREEMENT (hereinafter the “Agreement”) is made as of __________ day of __________, _____ (hereinafter “Commencement Date”) , by and between ________________________ [COMPANY NAME] having a place of business at _______________ [COMPANY ADDRESS] (hereinafter “COMPANY”), and ________________________ [RESEARCHER’S NAME] having a place of business at _______________ [RESEARCHER’S ADDRESS] (hereinafter “RESEARCHER”). WHEREAS, COMPANY desires that RESEARCHER perform certain research and development work hereinafter defined and is willing to provide materials to support such work; WHEREAS, RESEARCHER desires to obtain the results of such research as well as certain rights to COMPANY’S intellectual property; WHEREAS the RESEARCHER and the COMPANY wish to enter into this Agreement to have the RESEARCHER perform the research outlined in Schedule “A” (hereinafter the “Research Program”) in accordance with the terms of this Agreement. NOW THEREFORE in consideration of the mutual covenants of the parties set forth in this Agreement and other good and valuable consideration, the RESEARCHER and the COMPANY agree as follows: 1. RESEARCH PROGRAM 1.1 Definition. “Research Program” shall mean the research program outlined in the Statement of Work attached as Appendix A hereto (hereinafter the “Statement”) which may be amended from time to time upon mutual consultation. Any such amendment shall not be effective unless agreed in writing by the signatories of the Agreement or their authorized representatives. 1.2 Research Efforts. RESEARCHER and COMPANY shall use reasonable best efforts, at their own expense, to conduct the Research Program in accordance with the Statement, consistent with the goals stated therein. COMPANY acknowledges that RESEARCHER expressly makes no warranties or representation with respect to its ability to accomplish the Research. 2. RESEARCH RESULTS - REPORTING; MEETINGS 2.1 At least once every quarter, or reasonably practicable upon short notice, RESEARCHER shall meet with representative(s) of COMPANY to discuss the activities and the data, results, and conclusions generated by the work performed hereunder (hereinafter “Research Results”). The reports of the Report Results shall be sent to Company in the manner set forth in Appendix B. 2.2 The reports and the Research Results provided by RESEARCHER shall be deemed to be confidential to and shall be the sole property of the RESEARCHER. COMPANY shall take such measures to protect the reports and the Research Results as it uses to protect its own proprietary information. 3. MATERIALS TRANSFER. 3.1 Material Supply. COMPANY shall use reasonable best efforts to provide RESEARCHER, at its laboratory or research center situated at __________________ [CITY & STATE], with sufficient amounts of _______________ [DESCRIBE MATERIALS NEEDED](hereinafter “Materials”) as set forth in Appendix A and know-how related thereto as are reasonably necessary for RESEARCHER to conduct the Research Program. Materials will be sent to _______________________________ [ADDRESS]. 3.2 Limited License. Company hereby grants to RESEARCHER a non-exclusive and non- transferable right to use the Material solely for the purposes set forth in the Statement. Such license shall terminate upon completion of the Research Program. RESEARCHER acknowledges that, unless expressly set forth herein, nothing in the Agreement grants any rights under any other patents or other intellectual property rights of Company. . Company shall be free to distribute the Material to others and to use it for its own purposes, provided that such distribution and use is not inconsistent with the Agreement. 3.3 Use and Transfer Restrictions. RESEARCHER warrants that RESEARCHER shall use the Materials only for the purposes set forth in the Agreement. _____________________________________ [BRIEFLY MENTION HOW MATERIALS MAY BE USED ON PARTICULAR SUBJECTS AND NOT ON OTHERS]. RESEARCHER hereby agrees that RESEARCHER shall not, without Company’s prior written consent, distribute or transfer such Material to any third party. RESEARCHER shall comply with all federal, state, and local laws and regulations applicable to the use, storage, handling, disposal, and transfer of the Material and assumes sole responsibility for any violation of such laws or regulations. 3.4 No Warranties. THE MATERIAL IS UNDERSTOOD TO BE EXPERIMENTAL IN NATURE AND IS PROVIDED WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. COMPANY MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ANY REPRESENTATION OR WARRANTY THAT THE USE OF THE MATERIAL WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT OF A THIRD PARTY. 4. INDEMNIFICATION. RESEARCHER hereby agrees to indemnify, defend and hold harmless, to the fullest extent allowed by law, Company and its directors, officers, representatives, employees, and agents against all losses, expenses, claims, demands, damages, judgments, suits, or other actions arising _______________ © Docstoc®, Inc. 2011 – All Rights Reserved from the use, storage, handling, or disposal of the Material by RESEARCHER, or from any breach of its obligations under Section 2.2 of the Agreement, except to the extent such loss, expense, claim, demand, damage, judgment, suit, or other action arises from the negligence or misconduct of Company. 5. CONFIDENTIALITY 5.1 Both parties agree that during the course of the Agreement, it may be necessary and/or desirable for both parties to exchange certain information deemed confidential or proprietary to one or the other and labelled or described as such (hereinafter “Confidential Information”) Confidential Information” as used herein means information identified by either party as “Confidential” and/or “Proprietary,” or information that, under the circumstances, ought reasonably be treated as confidential and/or proprietary. “Confidential Information” shall include, but not be limited to, technical information, market research, customer list, analyses, studies, developments, processes, present and/or future product information, pricing information, business plans, and other documents, information and materials that contain or reflect such information. Confidential Information shall also include: __________________________________________ [OTHER SPECIFIC EXAMPLES] Neither party may disclose to a third party Confidential Information of the other party except as provided under the Agreement. The receiving party shall use the same degree of care as it uses to protect the confidentiality of its own confidential information of like nature, but no less than a reasonable degree of care, to maintain in confidence the Confidential Information of the disclosing party 5.2 Each party's obligations hereof shall not apply to any Information: (i) known to it prior to disclosure of such Information which it can prove by its prior written records; or (ii) lawfully obtained after the date of the Agreement by it from sources, other than from the other party, having no obligation of confidentiality to the other party; or (iii) which is at the time of disclosure or which subsequent to disclosure becomes generally available to the public through no fault of the receiving party; or (iv) is independently developed without the use of the other party's information; or (v) is required to be disclosed pursuant to law, agency rule, government request, court order, or subpoena, provided, however, that prior written notice shall be provided by the disclosing party to the Information owner, that reasonable efforts shall be expended by the disclosing party to obtain confidential treatment for the required disclosure, and that the disclosing party shall not object to reasonable efforts by the Information owner to obtain confidential treatment for the required disclosure. 6. INTELLECTUAL PROPERTY 6.1 Limited License. Except as expressly set forth herein, neither party grants to the other any rights under any of its or any third-party’s patents or other intellectual property rights nor any rights to use Material for other than the purposes set forth herein. Without limiting the _______________ © Docstoc®, Inc. 2011 – All Rights Reserved foregoing, Material will not be used in research that is subject to consulting or licensing obligations to another corporation or business entity unless prior written permission is obtained. 6.2 Ownership of Inventions. In addition to the disclosure of Research Results referred to in Section 3.1, above, each party shall disclose to the other any invention (whether or not patented) which is conceived and first reduced to practice in the course of the work done hereunder (hereinafter “Inventions”). Ownership of any Inventions shall be determined in accordance with the patent laws of the United States. (a) Research Program Inventions conceived solely by or on behalf of COMPANY shall be known as “COMPANY Inventions” and shall be owned by COMPANY. (b) Research Program Inventions conceived solely by or on behalf of RESEARCHER shall be known as “RESEARCHER Inventions” and shall be owned by RESEARCHER. To the extent that RESEARCHER has the legal right to do so, RESEARCHER shall grant COMPANY an option to an exclusive or non-exclusive license to make, use, or sell any such Invention on reasonable terms and conditions, including reasonable royalties, as the parties mutually agree in a separate writing. (c) Inventions conceived jointly by or on behalf of COMPANY and RESEARCHER shall be known as “Joint Inventions” and shall be owned jointly. 6.3 RESEARCHER and COMPANY shall promptly provide a complete written disclosure to each other of any Invention. COMPANY shall determine within 60 days of receipt of such disclosure and upon reviewing such Invention disclosure, whether to exercise its option and request RESEARCHER to file and prosecute any patent application, domestic or foreign, on the Invention described in such Invention disclosure; provided, however, that RESEARCHER may file and prosecute a patent application should COMPANY determine not to request RESEARCHER to do so and COMPANY will have no rights thereunder. COMPANY shall pay all reasonable costs associated with the filing and prosecution of any patent application which it has requested RESEARCHER to perform. 6.4 The obligation for the option described in Paragraph 6.2(b) shall terminate should the parties fail to agree on mutually agreeable terms within forty-five (45) days from the date of COMPANY’S election of the option. 7. COPYRIGHT 7.1 Copyright in materials, including computer software, created, or fixed in a tangible medium of expression during the performance of the work funded under the Agreement shall vest in RESEARCHER. 7.2 To the extent that RESEARCHER has the legal right to do so, RESEARCHER shall grant COMPANY an option to a non-exclusive license to copy, distribute, make derivatives, display or perform, any such copyright on reasonable terms and conditions, including reasonable royalties, as the parties mutually agree in separate writing. _______________ © Docstoc®, Inc. 2011 – All Rights Reserved 7.3 In the case of joint authorship by RESEARCHER and COMPANY, copyright will vest jointly in RESEARCHER and COMPANY. Each party shall have a right for itself to a royalty- free nonexclusive license to use the copyright, including granting nonexclusive licenses to other parties. 8. COST; PAYMENT 8.1 RESEARCHER shall be reimbursed for all costs incurred in connection with the Research Program up to the amount of __________ [AMOUNT IN WORDS] dollars ($_________ [AMOUNT IN NUMERALS]) (hereinafter the “Research Costs”). 8.2 It is estimated that the Research Costs will be sufficient to support the Research Program, but RESEARCHER may request additional funds at such time as costs may reasonably be expected to exceed the above stated sum. COMPANY shall not be liable for any payment in excess of the Research Costs unless the Agreement is modified in writing. 8.3 Payments shall be made to RESEARCHER in advance by COMPANY within thirty (30) days after receipt of each invoice. The first invoice shall be submitted upon execution of the Agreement. Subsequent advance payments shall be made on a quarterly basis upon COMPANY’S receipt of an invoice. 8.4 A final financial accounting of all costs incurred and all funds received by RESEARCHER hereunder, together with a check for the amount of the unexpended balance, if any, shall be submitted to COMPANY within ninety (90) days following completion of the Research Program. 8.5 Checks shall be made payable to RESEARCHER and shall be sent to: _______________________________________ [RESEARCHER’S ADDRESS] 9. REPRESENTATIONS AND WARRANTIES. 9.1 EACH OF THE PARTIES AGREES THAT THE RESEARCH PROGRAM AND COMPOSITIONS AND PROCESSES USED IN THE RESEARCH PROGRAM ARE EXPERIMENTAL IN NATURE. ALL COMPOSITIONS AND PROCESSES USED IN THE RESEARCH PROGRAM, INCLUDING TRANSFERRED MATERIALS, ARE PROVIDED "AS IS" WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. NEITHER PARTY WARRANTS OR MAKES ANY REPRESENTATION REGARDING THE USE, RESULTS OR APPROPRIATENESS OF THE USE OF THE MATERIAL(S) IN ACCORDANCE WITH THE RESEARCH PROGRAM. 9.2 COMPANY Representations and Warranties. COMPANY hereby represents and warrants to RESEARCHER that COMPANY has the requisite rights, power and authority to enter into the _______________ © Docstoc®, Inc. 2011 – All Rights Reserved Agreement and to perform according to its terms, and that COMPANY has the facilities and expertise to conduct the Research Program. COMPANY represents that it is presently under no obligation to any third party which would prevent it from carrying out its duties and obligations under the Agreement or which is inconsistent with the provisions contained herein. COMPANY further warrants that it is aware of no third party intellectual property that would be infringed by carrying out the Research Program. 9.3 RESEARCHER Representations and Warranties. RESEARCHER hereby represents and warrants that RESEARCHER has the requisite rights, power and authority to enter into the Agreement and to perform according to its terms, and that RESEARCHER'S official signing the Agreement has authority to do so. RESEARCHER further represents that it is financially able to satisfy any funding commitments made herein. 10. TERMINATION 10.1 Termination without Cause. RESEARCHER may terminate the Agreement at any time upon thirty (30) days written notice to COMPANY. Any such notice shall contain a report of results achieved prior to termination. 10.2 Termination with Cause. In the event that either party shall be in default of any of its obligations under the Agreement and shall fail to take reasonable steps to remedy such default within thirty (30) days after receipt of written notice thereof from the non defaulting party, the party not in default shall have the option of terminating the Agreement by giving written notice thereof. 10.3 Effect of Termination. Termination of the Agreement shall not affect the obligations of the parties accrued prior to termination. 10.4 Survival. The provisions of Section 2.2, 3, 4, 5, 6, 7, and 9 shall survive any expiration or termination of the Agreement. 11. GENERAL 11.1 Binding Effect; Assignment. The Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective transferees, successors and assigns, except that neither party shall have the right to assign the Agreement or its rights and obligations hereunder, without the prior written consent of the other party thereto. 11.2 Publicity. Neither party shall originate any publicity, news release, or other public announcement, written or oral, whether to the public press or otherwise, relating to the Agreement, to any amendment hereto, or to performance hereunder without the prior written consent of the other, except where required by law or regulatory requirements. Nothing in this section shall prohibit either party from filing for patent protection or regulatory approval in connection with developing or marketing a product or treatment. _______________ © Docstoc®, Inc. 2011 – All Rights Reserved 11.3 Entire Agreement. The Agreement constitutes the entire integrated agreement between the parties relating to the Research Program, and all prior negotiations, representations, agreements, and understandings are superseded hereby. No agreements amending, altering or supplementing the terms hereof may be made except by means of a written document signed by the duly authorized representatives of the parties. 11. 4 Notices. Any notice or communication required or permitted to be given hereunder shall be in writing and, except as otherwise expressly provided in the Agreement, shall be deemed given and effective (i) when delivered personally, by telex or telecopier or (ii) when received if sent by overnight express or mailed by certified, or regular mail, postage prepaid, addressed to a party at its address set forth above (or to such other address as such party may designate by written notice), said notice being deemed given as of the date of mailing. If to RESEARCHER, to: _____________________________ [RESEARCHER’S ADDRESS[ _____________________________ _____________________________ If to COMPANY, to: _____________________________ [COMPANY’S ADDRESS[ _____________________________ _____________________________ 11.5 Severability. If any provisions of the Agreement shall be found by a court of competent jurisdiction to be void, invalid, or unenforceable, the same shall either be reformed to comply with applicable law or stricken if not so conformable, so as not to affect the validity or enforceability of the remainder of the Agreement. 11.6 Waivers. No delay or omission on the part of either party to enforce or exercise any right under the Agreement shall operate as a waiver of that right or any other right hereunder, or the ability to later assert that right relative to the particular situation involved or to terminate the Agreement arising out of any subsequent default or breach. 11.7 Counterparts. The Agreement may be executed in any number of counterparts, each of which shall constitute an original document, but all of which shall constitute the same agreement. 11.8 Force Majeure. Neither party shall be liable for any unforeseeable event beyond its reasonable control not caused by the fault or negligence of such party, which causes such party to be unable to perform its obligations under the Agreement and which it has been unable to overcome by the exercise of due diligence. In the event of the occurrence of such a force majeure event, the party unable to perform shall promptly notify the other party. It shall further _______________ © Docstoc®, Inc. 2011 – All Rights Reserved use its best efforts to resume performance as quickly as possible and shall suspend performance only for such period of time as is necessary as a result of the force majeure event. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed by their duly authorized representatives as of the date first written above. COMPANY: By: __________________________ Name:________________________ Title: _________________________ RESEARCHER By: __________________________ Name:________________________ Title: _________________________ _______________ © Docstoc®, Inc. 2011 – All Rights Reserved APPENDIX A - STATEMENT OF WORK I. Materials To Be Received By RESEARCHER From Company II. Research Program III. Work Plan APPENDIX B- REPORT RESULTS _______________ © Docstoc®, Inc. 2011 – All Rights Reserved
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