Research & Development Agreement

This research and development agreement is between , an individual, a(n)   (the "Client") and , an individual, a(n)   (the "Developer").

The Client wishes to sponsor research and development activities under the direction of the Developer.

The Developer wishes to conduct research and development activities, and grant certain rights to the Client as set forth in this agreement.

The parties therefore agree as follows:

1. RESPONSIBILITIES.

• (a) Of the Developer. The Developer shall:
  • (i) perform the research and development services set forth in Exhibit A (collectively, the "Services"). If there is a conflict between this agreement and Exhibit A, the terms of this agreement will control;
  • (ii) devote as much productive time, energy, and ability to the performance of its duties under this agreement as may be necessary to provide the Services in a timely and productive manner;
  • (iii) perform the Services in a safe, good, and workmanlike manner by fully-trained, skilled, competent, and experienced personnel using at all times adequate equipment in good working order;
  • (iv) fully disclose any and all circumstances that currently exist or that could arise during the Term that could be (or cause) a conflict of interest between the respective interests of the Client and the Developer;
  • (v) communicate with the Client regarding its performance of the Services;  and
  • (vi) provide services (including the Services) that are satisfactory and acceptable to the Client; and.
  • (vii) .
• (b) Of the Client. The Client shall:
  • (i) engage the Developer as an independent contractor to perform the Services set forth in Exhibit A;
  • (ii) provide relevant information and documents to assist the Developer with the performance of the Services;  and
  • (iii) satisfy all of the Developer's reasonable requests for assistance in its performance of the Services; and.
  • (iv) .

2. TERM AND TERMINATION. 

• (a) Term. This agreement will become effective as described in section 2726262625252524. Unless it is terminated earlier in accordance with subsection (a), this agreement will continue until the Services have been satisfactorily completed and the Developer has been paid in full for those Services (the "Term").  However, this agreement may not remain effective for more than year(s).
• (b) Termination. This agreement may be terminated:
  • (i) by either party on provision of days' written notice to the other party;
  • (ii) by either party for a material breach of any provision of this agreement by the other party, if the other party's material breach is not cured within days of receipt of written notice of the breach;  or
  • (iii) by the Client at any time and without prior notice, if the Developer is convicted of any crime or offense, fails or refuses to comply with the written policies or reasonable directives of the Client, or is guilty of serious misconduct in connection with performance under this agreement.; or
  • (iv) automatically, on the death of the Developer.
• (c) Effect of Termination. After the termination of this agreement for any reason, the Client shall promptly pay the Developer for Services rendered before the effective date of the termination.

3. NATURE OF RELATIONSHIP; INVENTIONS.

• (a) Independent Contractor Status. The relationship of the parties under this agreement is one of independent contractors, and no joint venture, partnership, agency, employer-employee, or similar relationship is created in or by this agreement. Neither party may assume or create obligations on the other party's behalf, and neither party may take any action that creates the appearance of such authority. The Developer has the sole right to control and direct the means, details, manner, and method by which the Services will be performed, and the right to perform the Services at any time, place, or location. The Developer or the Developer's staff shall perform the Services, and the Client is not required to hire, supervise, or pay any assistants to help the Developer perform those Services. The Developer shall provide insurance coverage for itself and its staff.
• (b) Inventions Retained and Licensed. Attached as Exhibit B to this agreement is a list of all intellectual property that the Developer made before its agreement with the Client (the "Prior Inventions") that belong to the Developer, that relate to the Client's proposed business, products, or research and development, and that are not assigned to the Client under this agreement. If no list is attached, the Developer represents that there are no Prior Inventions. If disclosure of a Prior Invention would cause the Developer to violate an existing confidentiality agreement, the Developer may not list the Prior Invention in Exhibit B but shall instead provide the name of the invention, a list of the party or parties to which it belongs, and an explanation of why full disclosure was not given. A space is provided in Exhibit B for this purpose. If in the course providing services to the Client the Developer incorporates into a Client product, process, or machine a Prior Invention owned by the Developer or in which the Developer has an interest, the Client will be granted and have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have made, modify, use, and sell that Prior Invention as part of or in connection with that product, process, or machine.
• (c) Client Inventions. The Developer has no right or interest in any work or product resulting from the Services the Developer performs for the Client, or any of the documents, reports, or other materials the Developer creates in connection with those Services (collectively, the "Client Inventions"), and has no right to or interest in any copyright to the Client Inventions. The Client Inventions have been specially commissioned or ordered by the Client as "works made-for-hire," as that term is defined in the United States Copyright Act, and the Client is therefore the author and owner of all copyrights in the Client Inventions.
• (d) Disclosure of Client Inventions. The Developer shall promptly disclose in writing to the Client all Client Inventions that the Developer has authored, made, conceived, or first actually reduced to practice, alone or jointly with others.
• (e) Assignment of Client Inventions. If the Client Inventions or any parts of those are deemed not to have been works made-for-hire, the Developer hereby assigns to the Client all interest the Developer may have in the Client Inventions, including all copyrights, publishing rights, rights to use, reproduce, and otherwise exploit the Client Inventions in all formats or media and all channels, whether now known or created in the future.
• (f) Patent and Copyright Registrations. The Developer shall assist the Client or its designee, at the Client's expense, to secure the Client's rights in the Client Inventions and any copyrights, patents, mask work rights, or other intellectual property rights relating to the Client Inventions in all countries, including by disclosing to the Client all pertinent information and data with respect to those, by signing all applications, specifications, oaths, assignments, and other instruments that the Client deems necessary to apply for and obtain such rights and to assign and convey to the Client, its successors, assigns, and nominees the exclusive interest in the Client Inventions, and any copyrights, patents, mask work rights, or other intellectual property rights relating to those. When it is in the Developer's power to do so, the Developer shall sign or cause to be signed these instruments or papers after the termination or expiration of this agreement. If the Developer provides assistance after the termination or expiration of this agreement at the Client's request, the Client shall pay the Developer a reasonable rate for any time spent. If because of the Developer's mental or physical incapacity or for any other reason the Client cannot secure a signature to apply for or pursue any application of any United States or foreign patents or copyright registrations covering Client Inventions or original works of authorship assigned to the Client, the Developer hereby irrevocably designates and appoints the Client and its duly authorized officers and agents as the Developer's agents and attorneys in fact, to act for and on behalf of the Developer to sign and file any those applications and to do all other lawfully permitted acts to further the prosecution and issuance of patent or copyright registrations with the same legal force and effect as if they had been signed by the Developer.

4. COMPENSATION.

• (a) Development Fee. In exchange for the Services provided by the Developer under this agreement, the Client shall pay the Developer a development fee of payable in weeklybiweeklymonthly installments. The Developer may retain all of the sums paid to it by the Client.
• (b) Additional Support. The Client may provide in-kind support to the Developer in support of the Services as needs arise. Title to equipment contributed by the Client as in-kind support will be in the name of the  clientdeveloper.
• (c) No Payments in Certain Circumstances. No payment will be payable to the Developer under any of the following circumstances:
  • (i) if prohibited under applicable government law, regulation, or policy;
  • (ii) if the Developer did not directly perform or complete the Services described in Exhibit A;
  • (iii) if the Developer did not perform the Services to the reasonable satisfaction of the Client; or
  • (iv) if the Services performed occurred after the expiration or termination of the Term, unless otherwise agreed in writing.
• (d) Royalties. In addition to the payment mentioned above, the Client shall pay to the Developer royalties in the amount of   on each% of all sales  or licenses  of any product or of items containing the product made by or for the Client.
• (e) Expenses. Any ordinary and necessary expenses incurred by the Developer or its staff in the performance of this agreement will be the Client'sDeveloper's responsibility.
• (f) Taxes. The Developer is solely responsible for the payment of all income, social security, employment-related, or other taxes incurred as a result of the performance of the Services by the Developer under this agreement, and for all obligations, reports, and timely notifications relating to those taxes. The Client has no obligation to pay or withhold any sums for those taxes.
• (g) Other Benefits. The Developer has no claim against the Client under this agreement or otherwise for vacation pay, sick leave, retirement benefits, social security, worker's compensation, health or disability benefits, unemployment insurance benefits, or employee benefits.

5. NO ASSURANCE OF RESULTS.

The Developer does not guarantee the results of the Services to be performed (including their nature or economic or commercial value or utility) or the quality of any product developed under this agreement. The Developer shall provide the Services and develop products on a best efforts basis. The risks of these Services and the products will be those of the Client. Whether or not the research is successful or accomplishes the results contemplated by this agreement, the Client shall remain obligated to pay to the Developer all sums set forth in this agreement. However, the Client's legal or equitable remedies will not be limited if the Developer does not satisfy its obligations under this agreement.

6. TIMING AND DELAYS.

The Developer recognizes that failure to deliver the Services in accordance with the delivery schedule detailed in Exhibit A will result in expense and damage to the Client. The Developer shall inform the Client immediately of any anticipated delays in the delivery schedule and of any remedial actions being taken to ensure completion of the Services according to that schedule. If the Developer misses a delivery date, the Client may in its discretion declare that delay a material breach of the agreement under subsection 2(b)(ii) and pursue its legal and equitable remedies. The Client may not declare a breach if the delay is caused by an action or failure of action of the Client. In that case, the Developer shall provide the Client with written notice of the delay and shall not continue to work on the Services until the Client resolves the reason for the delay and notifies the Developer of the resolution in writing.

7. INSURANCE COVERAGE.

Within days of the Effective Date, the Developer shall submit to the Client satisfactory proof that the Developer has purchased (or has in effect) a comprehensive general liability insurance policy covering all aspects of its activities under this agreement (including coverage for product liability and workers' compensation)  for personal injury and property damage in amounts as the Client may reasonably request. The Developer shall maintain such insurance policies in full force and effect throughout the Term, and shall increase the amount of coverage on the reasonable request of the Client from time to time. Each insurance policy shall:

• (a) be issued by an insurance company satisfactory to the Client in the reasonable exercise of its discretion;
• (b) name the Client as an additional insured (including as an insured with respect to third-party claims or actions made or brought directly against the Developer or against the parties as co-defendants in connection with the Developer's activities under this agreement);
• (c) contain a provision that the Client, although named an insured, shall nonetheless be entitled to recovery for any loss suffered by the Client as a result of the Developer's negligence;
• (d) be written as a primary policy not contributing with any other coverage that the Client may carry; and
• (e) stipulate that the Client shall receive 30 days' prior written notice of any impending cancellation of the policy.

8. REPORTING.

The Developer shall report to or such other officer or employee as may be designated by the Client. The Developer shall provide a written summary report to the Client on its progress. Reports shall consist of .

9. NO CONFLICT OF INTEREST; OTHER ACTIVITIES.

The Developer hereby warrants to the Client that, to the best of its knowledge, it is not currently obliged under any existing contract or other duty that conflicts with or is inconsistent with this agreement. During the Term, the Developer may engage in other development activities. However, the Developer may not accept work, enter into contracts, or accept obligations inconsistent or incompatible with the Developer's obligations or the scope of Services to be rendered for the Client under this agreement.

10. NONCOMPETITION.

During the Term and for a period of year(s) following the end of the agreement, by expiration or termination, the Developer shall not directly or indirectly engage, own, manage, control, operate, be employed by, participate in, or be connected in any manner with the ownership, management, operation, or control of any business similar to the type of business conducted by the Client within miles from the present location(s) of the Client's business. If the Developer actually breaches or threatens to breach the terms set forth in this section, the Client shall be entitled to a preliminary restraining order and injunction restraining the Developer from violating its provisions.

11. RETURN OF PROPERTY.

Within days of the expiration or earlier termination of this agreement, the Developer shall return to the Client, retaining no copies or notes, all Client products samples, models, property, and documents relating to the Client's business including reports, abstracts, lists, correspondence, information, computer files, computer disks, and other materials and copies of those materials obtained by the Developer during and in connection with its work with the Client. All files, records, documents, blueprints, specifications, information, letters, notes, media lists, original artwork or creative work, notebooks, and similar items relating to the Client's business, whether prepared by the Developer or by others, remain the Client's exclusive property.

 12. PUBLICATIONS.

The results of any research conducted under this agreement may be made publicly available. Before either party submits a paper or abstract for publication or otherwise publicly discloses information about the Services or products developed under this agreement, the other party shall be provided days to review the proposed publication or disclosure to ensure that all Confidential Information (as defined below) is protected. The publication or other disclosure may be delayed up to additional days on written request by a party as necessary to preserve trade secrets, inventions, U.S. or foreign patents, or other intellectual property rights.

13. CONFIDENTIAL INFORMATION.

During the Term and for a period of years thereafter, each party shall retain in confidence and not disclose to any third party Confidential Information obtained from the other under this agreement. "Confidential Information" means proprietary information, technical data, trade secrets, or know-how, including, but not limited to, research, product plans, products, services, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, or other business information disclosed to one party by the other, either directly or indirectly. Neither party will use Confidential Information except for the express purpose of performing this agreement. The Developer may use the Confidential Information to the extent necessary for negotiations, discussions, and consultations with Client personnel or authorized representatives or for any other purpose the Client may hereafter authorize in writing. Except for such disclosure as is deemed necessary in the reasonable judgment of a party to comply with applicable laws or regulations, no announcement or communication relating to the terms of this agreement will be made without the other party's prior written approval, which approval shall not be unreasonably withheld.

14. DEFAULT AND REMEDIES.

If either party terminates this agreement because of the other party's default, in addition to all rights it has under this agreement, the nonbreaching party shall have the right to exercise any and all remedies available at law or in equity. All rights and remedies are cumulative and the election of one remedy shall not preclude another. Any termination shall be without prejudice to accrued rights. Specifically, a termination due to default of delivery or payment for products created under this agreement shall not affect or terminate the rights and obligations of the parties that have accrued prior to the default in delivery or payment. Despite the expiration or termination of this agreement, the obligations intended to survive termination or expiration of this agreement shall continue in full force and effect.

15. LIMITATION OF LIABILITY.

Notwithstanding anything to the contrary in this agreement, in no event will either party be liable for any indirect, punitive, special, incidental, or consequential damages in connection with or related to this agreement (including loss of profits, use, data, or other economic advantage). This section shall not apply if the breach is caused by a party's willful or reckless actions.

16. INDEMNIFICATION.

• (a) Of Client by Developer. The Developer shall indemnify the Client and its officers, members, managers, employees, agents, contractors, sublicensees, affiliates, subsidiaries, successors, and assigns against all damages, liabilities, costs, expenses, claims, or judgments, including reasonable attorneys' fees and disbursements (collectively, the "Claims") that any of them may incur and that arise from
  • (i) any gross negligence or willful misconduct of the Developer arising from the Developer's carrying out of its duties under this agreement; or
  • (ii) the Developer's breach of any of its obligations under this agreement.
• (b) Of Developer by Client. The Client shall indemnify the Developer against all Claims that it may incur and that arise from
  • (i) the Client's operation of its business;
  • (ii) the Client's breach or alleged breach of, or its failure or alleged failure to perform under, any agreement to which it is a party; or
  • (iii) the Client's breach of any of its obligations under this agreement, if none of these result from the actions or inactions of the Developer.

17. FORCE MAJEURE.

A party will not be considered in breach of or in default because of, and will not be liable to the other party for, any delay or failure to perform its obligations under this agreement by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar event beyond that party's reasonable control (each a "Force Majeure Event"). However, if a Force Majeure Event occurs, the affected party shall, as soon as practicable:

• (a) notify the other party of the Force Majeure Event and its impact on performance under this agreement; and
• (b) use reasonable efforts to resolve any issues resulting from the Force Majeure Event and perform its obligations under this agreement.

18. GOVERNING LAW.

• (a) Choice of Law. The laws of the state of govern this agreement (without giving effect to its conflicts of law principles).
• (b) Choice of Forum. Both parties consent to the personal jurisdiction of the state and federal courts in County, .

19. AMENDMENTS.

No amendment to this agreement will be effective unless it is in writing and signed by both parties.

20. ASSIGNMENT AND DELEGATION.

• (a) No Assignment. Neither party may assign any of its rights under this agreement, except with the prior written consent of the other party. All voluntary assignments of rights are limited by this subsection.
• (b) No Delegation. Neither party may delegate any performance under this agreement, except with the prior written consent of the other party.
• (c) Enforceability of an Assignment or Delegation. If a purported assignment or purported delegation is made in violation of this section, it is void.

21. COUNTERPARTS; ELECTRONIC SIGNATURES.

• (a) Counterparts. The parties may execute this agreement in any number of counterparts, each of which is an original but all of which constitute one and the same instrument.
• (b) Electronic Signatures. This agreement, agreements ancillary to this agreement, and related documents entered into in connection with this agreement are signed when a party's signature is delivered by facsimile, email, or other electronic medium. These signatures must be treated in all respects as having the same force and effect as original signatures.

22. SEVERABILITY.

If any one or more of the provisions contained in this agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this agreement, but this agreement will be construed as if those invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated by this agreement to be unreasonable.

23. NOTICES.

• (a) Writing; Permitted Delivery Methods. Each party giving or making any notice, request, demand, or other communication required or permitted by this agreement shall give that notice in writing and use one of the following types of delivery, each of which is a writing for purposes of this agreement: personal delivery, mail (registered or certified mail, postage prepaid, return-receipt requested), nationally recognized overnight courier (fees prepaid), facsimile, or email.
• (b) Addresses. A party shall address notices under this section to a party at the following addresses:If to the Client:
• If to the Client:
• ,  
• If to the Developer:
• ,  
• (c) Effectiveness. A notice is effective only if the party giving notice complies with subsections (a) and (b) and if the recipient receives the notice.

24. WAIVER.

No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this agreement will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.

25. ENTIRE AGREEMENT.

This agreement constitutes the final agreement of the parties. It is the complete and exclusive expression of the parties' agreement about the subject matter of this agreement. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of this agreement are expressly merged into and superseded by this agreement. The provisions of this agreement may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Neither party was induced to enter this agreement by, and neither party is relying on, any statement, representation, warranty, or agreement of the other party except those set forth expressly in this agreement. Except as set forth expressly in this agreement, there are no conditions precedent to this agreement's effectiveness.

26. HEADINGS.

The descriptive headings of the sections and subsections of this agreement are for convenience only, and do not affect this agreement's construction or interpretation.

27. EFFECTIVENESS.

This agreement will become effective when all parties have signed it. The date this agreement is signed by the last party to sign it (as indicated by the date associated with that party's signature) will be deemed the date of this agreement.

28. NECESSARY ACTS; FURTHER ASSURANCES.

Each party shall use all reasonable efforts to take, or cause to be taken, all actions necessary or desirable to consummate and make effective the transactions this agreement contemplates or to evidence or carry out the intent and purposes of this agreement.

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Each party is signing this agreement on the date stated opposite that party's signature.

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EXHIBIT A
STATEMENT OF WORK
(Attach statement of work)

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EXHIBIT B
LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP

• 1. Except as listed in section 2 below, the following is a complete list of all Prior Inventions that were made, conceived, or first reduced to practice by the Developer, alone or jointly with others, before its agreement with the Client:

• 2. Because of an existing confidentiality agreement and the duties of confidentiality that the Developer owes to the parties listed below, the Developer cannot complete the disclosure in section 1 above with respect to the inventions or improvements listed generally below: