Research Agreement

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Research Agreement Powered By Docstoc
					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


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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



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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.




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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


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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.


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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


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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: _________________________




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APPENDIX A - STATEMENT OF WORK

I.        Materials To Be Received By RESEARCHER From Company

II.       Research Program

III.      Work Plan




APPENDIX B- REPORT RESULTS




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DOCUMENT INFO
Description: 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.
This document is also part of a package Business Strategy Starter Kit 18 Documents Included