RESEARCH AGREEMENT

This Research Agreement (hereinafter referred to as the “Agreement”) is made on [INSERT DATE FROM WHICH THE AGREEMENT COMES INTO FORCE] (hereinafter referred to as the “Effective Date”) between:

[INSERT NAME OF THE RESEARCHER], residing at [INSERT ADDRESS OF THE RESEARCHER] (hereinafter referred to as the “Researcher” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns); and 

[INSERT NAME OF THE SPONSOR], residing at [INSERT ADDRESS OF THE SPONSOR] (hereinafter referred to as the “Sponsor” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns).

The “Researcher” and the “Sponsor” together shall be referred to as “Parties” and individually as a “Party”.

WHEREAS:

1. The Sponsor has agreed and is willing to provide financial support to the Researcher to facilitate and advance research in the field of [INSERT TYPE OF RESEARCH].
2. The Researcher has the necessary know-how, skill, expertise and qualification to conduct the specified research upon the terms and subject to the conditions of this Agreement.
3. The parties recognize the need to establish the terms and conditions that will govern their relationship and responsibilities throughout the research project and wish to evidence their contract in writing.
4. The parties are duly authorized and have the capacity to enter into this contract.
5. Both the parties affirm to understand the provisions contained herein and in case either party requires clarification as to one or more provisions, either party has had the right to seek clarifications or sought legal guidance.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

1. DEFINITIONS
   1. “Sponsor “shall refer to an individual or entity, which is providing financial support and resources to the Researcher.
   2. “Research Project” shall refer to the collaborative research project conducted by the researcher.
   3. ”Confidential Information" means any non-public information, data, documentation, trade secrets, know-how, or any other information disclosed by one party to the other party in connection with this agreement , whether in written, oral, electronic, or any other form, and identified as confidential or which the Parties should reasonably understand to be confidential.
   4. “Intellectual Property” refers to any patents, trademarks, service marks, trade names, copyright, trade secrets, know-how or other intellectual property rights, applications, registrations mentioned in this agreement thereof.
2. SCOPE OF WORK
   1. The Researcher agrees to conduct the research project to achieve the following objectives: [INSERT OBJECTIVES OF THE RESEARCH PROJECT].
   2. The Researcher agrees to use its reasonable efforts to perform the research project.
   3. The Researcher shall complete the Research Project and deliver the project according to the timeline as agreed upon by both the parties.
   4. The Researcher may subcontract or delegate specific tasks or responsibilities related to the Research Project to third parties with prior written approval from the Sponsor.
   5. Any changes to the scope of work shall be documented in writing and signed by both Parties. Such changes may include modifications to project objectives, tasks or timelines.
3. TERM
   1. This Agreement shall commence on the effective date of [INSERT DATE OF AGREEMENT] and continue for [INSERT TERM PERIOD OF AGREEMENT IN DAYS/MONTHS/YEARS] as agreed by the parties. The Agreement may be terminated earlier in accordance with the termination provisions set forth herein, including termination upon mutual written consent or any other conditions specified within the Agreement that allow for early termination.
4. OBLIGATIONS OF THE RESEARCHER
   1. The Researcher shall conduct the Research Project with due diligence, professional skill, and in accordance with the objectives specified under this Agreement. The Researcher shall use best efforts to complete the research activities within the timelines mutually agreed upon by the Parties. The Researcher shall submit regular progress reports and final deliverables to the Sponsor in the manner and frequency agreed upon by the Parties.
   2. The Researcher shall ensure that the funds received under this Agreement shall be utilized solely for the purposes of the Research Project and as per the approved budget. The Researcher shall maintain accurate and complete financial records and shall make such records available to the Sponsor upon request for auditing purposes.
   3. The Researcher shall keep confidential all information disclosed by the Sponsor that is identified or reasonably understood to be confidential. The Researcher shall not disclose any such information to third parties or use it for any purpose other than as required for the performance of the Research Project. The Researcher shall also ensure that confidential information is not disclosed in any publication or public presentation without the prior written consent of the Sponsor. The Researcher shall acknowledge the financial support of the Sponsor in any publication, subject to the confidentiality terms of this Agreement.
5. OBLIGATIONS OF THE SPONSER
   1. The Sponsor shall provide financial support to the Researcher in the amount and manner agreed upon under this Agreement. The Sponsor shall disburse funds according to the agreed payment schedule and upon receipt of appropriate invoices or documentation from the Researcher.
   2. The Sponsor shall have the right to review research findings and deliverables submitted by the Researcher and shall provide comments or feedback within a reasonable timeframe. The Sponsor shall maintain confidentiality with respect to any proprietary or confidential information received from the Researcher.
   3. The Sponsor shall not interfere with the day-to-day research activities but in good faith and in consultation with the Researcher, suggest improvements or provide input as necessary to ensure compliance with the objectives of this Agreement. The Sponsor shall provide timely approvals where the Researcher seeks prior written consent, including in matters relating to subcontracting, budget amendments, or changes in the scope of work.
6. PAYMENT
   1. The Sponsor agrees to provide Funds in the amount of [INSERT AMOUNT PAYABLE BY SPONSOR TO RESEARCHER] to the Researcher. The Amount shall be disbursed by the Sponsor to the Researcher [INSERT PAYMENT SCHEDULE SUCH AS, IN EQUAL INSTALLMENTS ON A QUARTERLY BASIS," OR "UPON ACHIEVEMENT OF SPECIFIC MILESTONES].
   2. The Researcher shall submit invoices to the Sponsor for the disbursement of funds in accordance with the agreed-upon payment schedule. Invoices shall include sufficient detail to identify the services or milestones completed, as well as any associated costs.
   3. The funds disbursed by the Sponsor shall be used exclusively for the purposes of the Research Project, including but not limited to personnel costs, research materials, equipment, and other directly related expenses as detailed in the project budget.
   4. In the event that the actual costs associated with the Research Project exceed or are less than the budgeted amount, the Parties shall negotiate in good faith to address any excess amount.
   5. The Sponsor reserves the right to audit the Researcher’s financial records related to this Agreement to ensure the proper use of funds. Any such audit shall be conducted with reasonable notice and in accordance with applicable laws and regulations.
7. REPRESENTATION AND WARRANTIES
   1. The Researcher represents and warrants that they possess the requisite qualifications, expertise, licenses (if applicable), and capacity to undertake and complete the Research Project in accordance with the terms of this Agreement. The Researcher shall perform the Research Project in a professional, competent, and workmanlike manner and in accordance with applicable laws, regulations, and ethical research standards.
   2. The Researcher further represents that the execution and performance of this Agreement shall not violate or breach any other agreement or obligation binding upon the Researcher. The Researcher warrants that all data, reports, and deliverables provided under this Agreement shall be original or lawfully obtained, and shall not infringe upon the intellectual property rights of any third party.
   3. The Sponsor represents and warrants that it has the full legal capacity and authority to enter into this Agreement and to provide the financial support as stated herein. The Sponsor shall ensure that all funds disbursed under this Agreement shall be lawful, free of any encumbrances, and shall be used solely for the purposes agreed upon under this Agreement.
   4. The Sponsor further represents that the execution and performance of this Agreement shall not breach any existing contractual or legal obligation binding upon it. The Sponsor warrants that it shall not withhold or delay disbursements of funds without reasonable cause and in breach of this Agreement.
   5. Each Party represents and warrants that it has read, understood, and agreed to the terms and conditions of this Agreement. Each Party shall act in good faith and shall not knowingly misrepresent any information material to the performance of this Agreement.
8. PUBLICATION AND REPORTING
   1. The Researcher agrees to promptly report and share the research findings, results, and conclusions arising from the Research Project with the Sponsor in accordance with the timeline.
   2. The Sponsor shall have the opportunity to review and provide comments on any proposed publications.
   3. The Parties agree that authorship of research publications resulting from the Research Project shall be determined in accordance with academic and scientific conventions and shall not be influenced by financial considerations. However, the Parties may acknowledge the Sponsor's support in accordance with standard acknowledgment practices.
   4. The Researcher shall ensure that confidential information provided by the Sponsor is not disclosed in any publications. Any data or information that is subject to confidentiality agreements shall be excluded from research publications.
9. CONFIDENTIALITY
   1. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without either Party’s breach of any obligation owed to the other Party; (ii) was independently developed by a Party without other Party's breach of any obligation owed to that Party; or (iii) is received from a third party who obtained such Confidential Information without any third party's breach of any obligation owed to the Party.
   2. During and after the term of this Agreement, Parties will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Parties will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the other Party, or (ii)  disclose the Confidential Information to any third party without the prior written consent of an authorized representative of the other Party.
   3. Parties agree to protect the confidentiality of the Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall the Parties exercise less than reasonable care in protecting such Confidential Information.
   4. The Parties shall not use any confidential information directly or indirectly to procure a commercial advantage over the other Party or otherwise use any designs, ideas or concepts created by or belonging to the other Party without the express written consent of the other Party.
   5. Upon termination/ expiration whichever is earlier, the Parties shall promptly return or certify the destruction of Confidential Information and all authorized copies thereof.
10. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS
    1. The Researcher covenants that it will not claim any right, title or interest whether at law or in equity in any Copyright or any Intellectual Property of the Sponsor’s business and that the Sponsor shall be the sole, exclusive and absolute owner of all.
    2. Subject to the terms of this Agreement, each Party hereby grants the other Party a non-exclusive, royalty-free, worldwide license to use any of its Intellectual Property solely for the purpose of carrying out the Research Project and for any subsequent academic, research, or non-commercial purposes.
    3. Both Parties shall take reasonable measures to maintain the confidentiality of any Intellectual Property that is not intended for public disclosure, as outlined in the confidentiality provisions of this Agreement.
    4. The Parties acknowledge that the right to publish research findings may affect Intellectual Property rights. In the event of a conflict between publication and Intellectual Property rights, the Parties shall work in good faith to resolve such conflicts while respecting academic and scientific standards. 
11. TERMINATION
    1. Either party may terminate this Agreement for material breach on [INSERT THE NUMBER OF DAYS] days' written notice with opportunity to cure; provided termination will become effective immediately upon such notice, without opportunity to cure, if:
       1. this Agreement provides a specific date or period for performance of the obligation breached; or
       2. the injury caused by the breach is of a type that cannot be materially reduced by the breaching party during the cure period.
    2. Upon expiration or termination of this Agreement, all rights and obligations of the parties shall immediately cease, except for those obligations that have accrued prior to the effective date of termination. Specifically, any outstanding payment obligations, as well as any liabilities or breaches incurred before termination, shall remain fully enforceable. No new rights or obligations shall arise or be enforceable following termination, except for those expressly provided to survive termination within this Agreement.
    3. If this Agreement is terminated in accordance with its termination provisions, it shall become null and void and have no further force or effect, except that the Parties shall continue to be bound by its provisions regarding confidentiality and restrictions on announcements, indemnification, confidentiality, non-solicitation, non-disparagement, notices, miscellaneous matters, and governing law and dispute resolution. Nothing in this clause shall release any Party from any liability for any breach of this Agreement occurring prior to the effective date of such termination.
12. INDEMNIFICATION
    1. Each party (“Indemnifying Party”) shall indemnify, defend, and hold harmless the other party, its affiliates, officers, directors, employees, agents, successors, and assigns (“Indemnified Party”) from and against any and all claims, demands, actions, suits, or proceedings initiated by third parties, as well as any resulting liabilities, damages, losses, costs, and expenses, including reasonable attorneys’ fees, to the extent such claims arise from;
       1. any breach by the Indemnifying Party of its covenants, agreements, or obligations under this Agreement;
       2. any inaccuracy or material misrepresentation in the representations or warranties made by the Indemnifying Party; or
       3. any claim that the use, licensing, or commercialization of intellectual property or proprietary rights by the Indemnifying Party infringes, misappropriates, or otherwise violates the rights of any third party. The Indemnified Party shall provide prompt written notice of any claim for which indemnification is sought, and the Indemnifying Party shall have the right to assume and control the defence with counsel of its choosing, subject to the Indemnified Party’s reasonable approval.
    2. The Indemnified Party shall cooperate in good faith, and while it may participate in the defence at its own expense, the Indemnifying Party shall not settle any claim without the Indemnified Party’s prior written consent if such settlement imposes liability, does not provide a full release, or includes an admission of wrongdoing. Indemnification shall not apply to the extent that the claim arises from the Indemnified Party’s own wilful misconduct, negligence, or material breach of this Agreement.
13. LIMITATION OF LIABILITY
    1. Except in cases of gross negligence, willful misconduct, fraud, or breach of confidentiality, neither Party shall be liable to the other for any indirect, incidental, consequential, special, exemplary, or punitive damages arising out of or related to this Agreement, including but not limited to loss of profits, loss of business opportunity, or loss of data, even if advised of the possibility of such damages.
14. DISPUTE RESOLUTION
    1. The Parties shall endeavour to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
    2. All disputes arising under this agreement shall be governed by and interpreted in accordance with the Arbitration laws of [INSERT COUNTRY/STATE OF ARBITRATION] , without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this Agreement to Arbitration in [INSERT COUNTRY/STATE OF ARBITRATION] before a single arbitrator . The arbitrator shall be selected by mutual agreement of the parties. The venue of Arbitration proceedings shall be [INSERT NAME OF COUNTRY AND CITY WHERE ARBITRATION SHALL BE CONDUCTED] No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. The decision of the Arbitrator shall be final and binding upon the parties.
15. APPLICABLE LAW
    1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT COUNTRY/STATE OF APPLICABLE LAWS] .
    2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
       1. By direct negotiations between the Sponsor and Researcher. 
       2. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE COURT WHICH SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF UNSUCCESSFUL NEGOTIATIONS BETWEEN THE PARTIES] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
16. FORCE MAJUERE
    1. Neither party shall be held liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by events beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters (e.g., floods, earthquakes, hurricanes), war, terrorism, riots, labour strikes, governmental actions, epidemics or pandemics, power outages, or other similar events ("Force Majeure Events").The affected party shall promptly notify the other party in writing of the occurrence of a Force Majeure Event, providing reasonable details of the event, its expected duration, and the steps being taken to mitigate its impact. Failure to provide timely notice may result in the affected party forfeiting its rights under this clause. If a Force Majeure Event continues for a period exceeding [INSERT THE NUMBER OF DAYS CONSTITUTING PERIOD EXCEEDING WHICH, IF THE FORCE MAJEURE CONTINUES, EITHER PARTY MAY TERMINATE THE AGREEMENT] days, either party may terminate this Agreement upon written notice to the other party without further liability, except for obligations accrued prior to the Force Majeure Event.
17. NON DISPARAGEMENT
    1. The Parties agree that neither they nor any of their representatives, agents, employees, or affiliates shall, directly or indirectly, make or publish any statements, comments, or communications, whether orally, in writing, or electronically, including through any channel such as social media platforms, websites, forums, or other public or private means, that disparage, defame, or negatively portray the other Party, its business, products, services, employees, or reputation.
    2. This clause does not prohibit a Party from making truthful statements when required by law, regulation, or valid court order, provided the Party uses reasonable efforts to provide prior notice to the other Party, to the extent permitted by law.
18. NOTICES
    1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is [INSERT THE APPLICABLE NUMBER OF BUSINESS DAYS WITHIN WHICH THE NOTICE WILL BE DEEMED SERVED] Business Days after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the [INSERT THE APPLICABLE NUMBER OF BUSINESS DAYS WITHIN WHICH THE NOTICE WILL BE DEEMED SERVED] Business Day following resumption of regular postal service:
       1. If to the Sponsor: [INSERT EMAIL ID OR/AND ADDRESS OF SPONSOR]
       2. If to the Researcher: [INSERT EMAIL ID OR/AND ADDRESS OF RESEARCHER]
    2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
19. INDEPENDENT CONTRACTOR
    1. The Researcher acknowledges that they are solely an Independent Contractor and is not an employee, agent, partner of the Sponsor. Nothing in this agreement shall be construed as creating a partnership, joint venture, agency, employer-employee, or any other similar relationship between the parties.
20. MISCELLANEOUS
    1. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
    2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be the English.
    3. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
    4. Entire agreement: This agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
    5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
    6. Amendments and Assignments:  Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
    7. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
21. INDEPENDENT LEGAL ADVICE
    1. The Parties are advised to seek independent legal counsel before entering into this Agreement. Each Party acknowledges that they have been given a reasonable opportunity to consult with an attorney of their choosing regarding the terms, conditions, and obligations set forth in this Agreement, including any restrictions or commitments imposed herein.
    2. By signing this Agreement, the Parties confirm that they have either sought such independent legal advice or voluntarily chosen to proceed without it. Each Party further represents that they are entering into this Agreement knowingly, voluntarily, and with a full understanding of its provisions. The Parties acknowledge that they are not relying on any statements, promises, or representations made by the other Party or any representative thereof that are not expressly included in this Agreement.
22. DECLARATION
    1. The Parties hereby acknowledge that the terms herein have been read, fully understood, and expressly agreed to, and hereby commit to performing their obligations with due diligence, honesty, and in good faith. The Parties hereby agree to foster a collaborative environment that promotes transparent communication and timely resolution of any issues, thereby ensuring compliance with all applicable laws and industry best practices.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of Researcher

Name: [INSERT NAME OF THE RESEARCHER/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [INSERT SIGNING DATE OF RESEARCHER]

Signed, sealed and delivered on behalf of Sponsor

Name: [INSERT NAME OF THE SPONSOR/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [INSERT SIGNING DATE OF SPONSOR]