This Research and Development Agreement is between a party who has developed a new technology and a party who desires to exploit this technology. This agreement sets out the parties\’ arrangement to collaborate. This Research and Development Agreement also sets out the independent contractor status of both parties and ownership of any intellectual property.
RESEARCH AND DEVELOPMENT AGREEMENT
This Research and Development Agreement ("Agreement") made and entered into as of this ______ day of ________________, _______ by and between _____________________________________ of _____________________________________________________________________ (“AAA”) and ____________________________________ of ___________________________________________ (“BBB”) collectively “Parties”.
(1) BBB has invented a new technology and special knowledge in the field of ___________________ ____________________________________________.
(2) The Parties are now entering into this Agreement to regulate their mutual rights and obligations in the manner set forth in this Agreement.
NOW THEREFORE in consideration of the foregoing and the covenants and promises contained herein, the Parties agree as follows:
OBLIGATIONS OF BBB
BBB shall endeavor to use commercially reasonable efforts, pursuant to the Development Plan, specified in the attached Exhibit A, to improve upon and expand the Licensed Products mentioned in Exhibit A. BBB shall be under obligation to disclose to AAA any such improvements and developments that are important or material.
The Parties may further modify the specifications and Development Plans for the Products mentioned in Exhibit A. The Parties may both propose any changes or additions to the Development Plan for the purpose of improving the performance and quality of the Products. For such a change to come into effect both Parties must mutually agree to any such modifications.
The Parties hereto agree that the success of the mutual collaboration is dependent in part on mutual trust and on a regular exchange of information between both Parties. To this extent the Parties shall exchange regularly, depending on the progress made, experiences, information and all results in appropriate written or oral form, preferably through the exchange of electronic files.
Subject to the terms of the Agreements, all technical information, patent rights, copyrights, and other intellectual property owned by a Party and made available to the other Party under this Agreement ("Known Intellectual Property") shall be and remain the property of the Party who owns it.
Any and all results developed under this Agreement whether patentable, patented or not and generated and owned partly or entirely by BBB shall automatically be owned exclusively by BBB.
In consideration of BBB development efforts and the expanded license rights contemplated by this Agreement, AAA shall make the payments according to the Development Plan mentioned in Exhibit A.
(a) Each Party shall hold in strictest confidence any Confidential Information of the other Party disclosed or made available pursuant to this Agreement. “Confidential Information” means any non-public information, technical data, trade secrets or know-how (including, but not limited to, information relating to data, research, products, software, documentation, formula, process, techniques, services, development, inventions, processes, engineering, techniques, pricing, internal procedures, finances, employees and business opportunities) whether having existed, now existing, or to be developed or created in the future, whether tangible or intangible, and whether or how stored, compiled or memorialized physically, electronically, graphically, photographically or in writing.
(b) Neither Party shall use any Confidential Information received from the other Party except as expressly permitted under this Agreement, or as necessary to perform its duties hereunder, and the Licensee shall not disclose any such Confidential Information to any third party (except employees and only on a “need to know” basis and subject to their being bound to protect the confidentiality of the Confidential Information) without Licensors’ prior written consent; provided, however, such prior consent shall not be required if Licensee is required to disclose Confidential Information by court order or other operation of law and Licensee provides Licensor with prompt notice of such court order or operation of law.
TERM AND TERMINATION
This Agreement shall commence on the date above written and shall continue thereafter for a period of ______________ years unless terminated in accordance with the clauses set forth herein.
Either Party shall have the right to terminate this Agreement with immediate effect by notice in writing to the other Party, upon occurrence of any of the following events:
(a) If the other Party commits a material breach of any of the terms and conditions of this Agreement or the License and Supply Agreement and does not cure a material breach susceptible of being cured within a period of 60 (sixty) days after having been requested to do so by the non-defaulting Party period (provided, however, that nothing in this subsection shall prevent a Party from seeking immediate, injunctive relief where appropriate to protect proprietary information or such Party's proprietary or intellectual property rights); or
(b) if the other Party enters into liquidation whether compulsorily or voluntarily otherwise than for the purpose of amalgamation or reconstruction, or a petition in bankruptcy is filed by or against either Party in any competent court and the same is not dismissed within 120 days; or
(c) if the other Party is adjudicated bankrupt or insolvent or if the other ceases to do business, or otherwise terminates its business operations
(d) if either Party terminates this Agreement in accordance with the terms of this Agreement.
This Agreement shall be governed by the laws of __________________________. With regard to any action arising under this Agreement, the Parties agree to submit to the jurisdiction of the courts of _________________. Any action relating to or arising out of this Agreement shall be brought in the courts of _______________________. The Parties hereby waive the right to trial by jury in any proceeding that takes place relating to this Agreement
This Agreement constitutes the entire understanding between the Parties hereto concerning the subject matter hereof and supersedes all other agreements, arrangements and understandings, written or oral, concerning such subject matter between the Parties, including any existing confidentiality agreement between them.
Any modification of or amendment to this Agreement must be made in writing. The same applies to any agreement waiving this requirement.
The failure of either party at any time to insist on performance of any provision of this Agreement is not a waiver of its right at any later time to insist on performance of that or any other provision of the Agreement.
In its performance under this Agreement, each Party shall be an independent contractor and neither Party (nor any employee or agent thereof) shall be an agent or partner of the other Party. Neither party shall have the right to assume or create obligations on the others behalf, express or implied.
The headings of the various Paragraphs and Sections of this Agreement are used solely for the convenience of the Parties, do not form part of this Agreement and are not intended to affect the interpretation or meaning of this Agreement or to define, limit, extend or describe its scope or intent.
This Agreement, and the License, rights and duties contained in this Agreement shall not be assigned by AAA to any party, except as part of a sale of AAA's business. AAA shall give BBB prior written notice of such assignment and obtain AAA's assignees' written agreement to abide by the terms of this Agreement and assume all of AAA's obligations under this Agreement.
This Agreement and rights and duties contained in this Agreement shall not be assigned by BBB to any party, except as part of a sale of BBB's business. BBB shall give AAA prior written notice of such assignment and obtain BBB's assignees' written agreement to abide by the terms of this Agreement and assume all of BBB's obligations under this Agreement. Except as otherwise provided in this Agreement, neither Party will have the right to assign or transfer any of its rights or to delegate any of its duties under this Agreement without the prior written consent of the other Party. Any attempted assignment or transfer without such consent will be void and of no effect, and will automatically terminate all rights of the Party attempting such assignment or transfer under this Agreement.
Should any provision of this Agreement be or become invalid or unenforceable, then the validity and enforceability of the remaining provisions shall thereby not be affected. The Parties of this Agreement are under the obligation to use good faith efforts to substitute, if possible, any invalid or unenforceable provision by a legally effective provision which comes as close as possible to the economic purpose of the invalid or unenforceable provision. The same applies to any amendment to this Agreement.
If the performance of any obligation under this Agreement by either Party is prevented, restricted or interfered with by reason of casualty, accident, fire, strikes or labor disputes, inability to procure materials or components, power or supplies, war or other violence, any law, order, proclamation, regulation, ordinance, demand or requirement of any government agency or intergovernmental body, or any other act, circumstance or condition whatsoever beyond the reasonable control of such Party, the Party so affected, upon giving notice to the other Party, shall be excused from such performance to the extent of such prevention, restriction or interference.
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 damage in connection with or related to this agreement (including loss of profits, use, data, or other economic advantage), howsoever arising, either out of breach of this agreement, including breach of warranty, or in tort, even if the other Party has been previously advised of the possibility of such damage.
IN WITNESS WHEREOF, the Parties have executed this Agreement by their respective, duly authorized representatives as of the date first above written.
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