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o be executed the day and year first above written. COMPANY Signature CONTRACTOR Signature Print Name Print Name Title Title Research and Development Agreement 5 other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement. IN WITNESS WHEREOF, the parties have caused this Agreement tThis Agreement constitutes the entire agreement between Company and Contractor, and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no search and Development Agreement 4 15. Headings. The headings for section herein are for convenience only and shall not affect the meaning of the provisions of this Agreement. 16. Entire Agreement. is Agreement shall be in writing and mailed certified return receipt requested, postage prepaid, or delivered by overnight delivery service, addressed as follows: If to Company: If to Contractor: Reion, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited. 14. Notice. Any notice required or otherwise given pursuant to theable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdictparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement. 13. Severability. If any part or parts of this Agreement shall be held unenforc with, and governed in all respects by, the laws of the State of ___________________, without regard to conflicts of law principles. 12. Counterparts. This Agreement may be executed in several counterpursuant to a sale of the business, then written notice must be given of such transfer within 10 days of such assignment or transfer. 13. Governing Law. This Agreement shall be construed in accordance to a sale of a Party's business, then no consent shall be required. In the event that an assignment or transfer is made pursuant to either a sale of all or substantially all of the Party's assets or under this Agreement without prior written consent from the other Party. Except that if the assignment or transfer is pursuant to a sale of all or substantially all of a Party's assets, or is pursuantts necessary to perfect Company's ownership in the Product and to the intellectual property rights therein. 12. Assignment. Neither Party may assign or transfer their respective rights or obligations ecute any other documents necessary to allow Contractor to perform the Services according to the terms of this Agreement. Contractor agrees to take any further actions and to execute any other documento resolve the impossibility, and to determine a way of proceeding with and completing the Services to Company's satisfaction. 11. Further Actions. Company agrees to take any further actions and to exhe impossibility of completing the Services, and to attempt to resolve the obstacles or impediments to completion. Contractor hereby agrees to work in good faith with Company during the 30-Day Period at which point Company shall have Research and Development Agreement 3 30 days (the "30-Day Period") in which to meet with representatives from Contractor to review Contractor's determination of ttractor that completion of the Services and/or development of the Product is impossible. If the Contractor reaches such a determination, Contractor must notify Company in writing of its determination,and any final payments owing to Contractor by Company are paid in full. 10. Termination. This Agreement may be terminated by: a. Mutual written consent of both Parties; or b. Upon determination by Conthorizations necessary to perform the Services. 9. Term. This Agreement shall take effect on the date first written above, and shall continue in full force and effect until the Services are completed ervices. b. Contractor represents and warrants as follows: i. Contractor has the legal authority and standing to enter into this Agreement. ii. Contractor has any and all permits, licenses or other auor the use of such materials, which licenses will not be violated by Contractor's use of the Company Materials. iii. Company is not aware of any dangers or hazards inherent in the performance of the Snt. ii. None of the Company Materials infringes upon the rights of any other person or entity. Company owns all intellectual property rights in the Company Materials, or otherwise has valid licenses f information to any other person or entity. 8. Representations and Warranties. a. Company represents and warrants as follows: i. Company has the legal authority and standing to enter into this Agreemee is necessary to the provision of the Services, and where the party to which disclosure is made is bound by an adequate and valid confidentiality agreement, prohibiting that party from disclosing thehout the express written consent of the other Party, except that Contractor may disclose Confidential Information to Contractor's employees, contractors or other service providers where such disclosurt available to the general public, shall be considered to be "Confidential Information." Neither Party may disclose any Confidential Information to any person or entity, except as required by law, wit. Confidentiality. Any information pertaining to either Party's business to which the other Party is exposed as a result of the relationship contemplated by this Agreement, and which information is noactor as set forth in Section 2, Contractor hereby assigns to Company all right, title and interest in the Product, including all copyright, trademark, patent and other intellectual property rights. 7ed to practice in the course of performing the Services (other than the Product). c. Product. In consideration for the promises and covenants made in this Agreement, and for the payments made to Contrmance of the Services. Contractor shall also retain all rights, title and interest in any process, discovery, invention, or other item conceived and Research and Development Agreement 2 first reducs. Contractor shall not forfeit, assign or otherwise license any rights in the Contractor Materials to Company or to any other person or entity by virtue of the use of any said materials in the perforals currently belonging to Contractor and that are used in the performance of the Services (the "Contractor Materials'), including all copyright, trademark, patent or other intellectual property rightntractor except as set forth in this Agreement. b. Contractor Materials. Contractor shall retain ownership of all right, title and interest in any equipment, processes, data, know-how, or other materiMaterials including all copyright, trademark, patent, or other intellectual property rights. Nothing in this Agreement shall be construed to assign or license any rights in any Company Materials to Cony shall be given reasonable access to audit these records upon request. 6. Intellectual Property. a. Company Materials. Company shall retain ownership of all right, title and interest in the Company activities undertaken in the performance of the Services, including cost estimates, production schedules, expense reports, (include any other items that should be kept in Contractor's records) . Compaactor's periodic reports to Company) . Contractor's written reports must be received by Company within 7 days of the end of each . (month/quarter/year) 5. Audits. Contractor shall keep records of all ating Company of Contractor's progress with the Services, including cost estimates, technical progress, project schedules, production methods, (include any other items that should be included in Contrerformance of the Services: (describe in detail the materials to be provided to Contractor) . 4. Reports. Contractor shall submit written reports to Company at the end of each (month/quarter/year) updOther) (state . 3. Company Materials. Company shall provide the following information, know-how, data, processes, equipment or other materials (the "Company Materials") for Contractor's use in the pto be paid to Contractor in the following installments: $ how much of total amount is to be paid upon execution of this Agreement; upon commencement of Services; upon completion of Services; etc.) . (e that apply): $ per month, for a period of months, or until this Agreement expires or is terminated pursuant to the terms of Sections 9 or 10 below. Research and Development Agreement 1 in total, c. Contractor shall perform the Services in compliance with all local, state and federal laws, ordinances, rules and regulations. 2. Payment. Company shall pay Contractor for the Services (check thosrvices would constitute or contribute to competition with Company's business as it relates to the Product, unless Contractor obtains prior written approval from Company to provide such other services.ctor, and the product that is to be the end result of this research) (the "Product"). b. Contractor shall not perform any services similar to the Services for any other person or entity where such sews: 1. Services. a. Contractor shall perform research and development services for Company (the "Services") as follows: (Describe in detail the research & development services to be provided by Contraes to be provided) . NOW THEREFORE BE IT RESOLVED, in consideration of the mutual covenants, promises, warranties and other good and valuable consideration set forth herein, the Parties agree as follodescribe Company's . (briefly describe Contractor's . WHERESAS, Company wishes to engage Contractor to perform research and development services for Company to (briefly state the nature of the servicgistration/formation) ( "Contractor," and collectively, the "Parties"). WHEREAS, Company is in engaged in the business of business) WHEREAS Contractor is engaged in the business of business) (briefly a (entity type, if applicable, and state between of incorporation/registration/formation, i.e., a Delaware corporation)) ("Company"), and ,a (entity type, if applicable, and state of incorporation/ rempetent corporate or intellectual property attorney review the agreement prior to using it. RESEARCH AND DEVELOPMENT AGREEMENT THIS AGREEMENT (the "Agreement) is made as of the day of , 20 , by and ,tailoring the agreement to your specific circumstances. Simply complete the blank spaces in the form according to the italicized instructions to prepare a draft agreement. You are advised to have a coion of the project, the product developed by the contractor is assigned to the engaging company in an outright assignment. Included in this kit is a sample agreement, with blank provisions for use in a particular project, for which it is compensated by the engaging company, and in aid of which the engaging company may make available certain proprietary information to the contractor. At the complethave certain knowledge or market position that is an important component of such research. Under the terms of the sample agreement included in this kit, that second company is contracted to carry out another to perform certain research and development tasks. The second company may have particular expertise or equipment that make it better suited to perform the project, while the first company may FindLegalForms.com Research and Development Agreement This kit includes tools and guidelines for preparing a research and development agreement. In certain situations, one company may wish to engage caused this Agreement to be executed the day and year first above written. COMPANY Signature Print Name CONTRACTOR Signature Print Name endment may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement. IN WITNESS WHEREOF, the parties have covenants and conditions contained in this Amendment shall apply to and bind the parties and the heirs, legal representatives, successors and permitted assigns of the Parties. 4. Counterparts. This Am the extent that this Amendment conflicts with, modifies, or amends any provision of the Agreement. All other provisions of the Agreement shall remain in full force and effect. 3. Binding Effect. The eleting certain existing provisions, make sure that you identify those provisions explicitly by their number.) . 2. Other provisions. This Amendment shall supersede any provisions of the Agreement toorth herein, the Parties agree as follows: 1. Amendment. The Agreement shall be amended as follows: (Describe in detail the changes you wish to make to the original Agreement. If you are altering or dhe Agreement in order to (briefly describe the nature of the amendment) . NOW THEREFORE, in consideration of the mutual promises, covenants, warranties, and other good and valuable consideration set fd (the "Contractor," and collectively, "the Parties"). WHEREAS, the Parties entered into an Research and Development Agreement, dated , 20 , (the "Agreement"); and WHEREAS, the Parties wish to amend tulted before negotiating any document with another party. AMENDMENT TO RESEARCH AND DEVELOPMENT AGREEMENT This Amendment (the "Amendment") is made this day of , 20 , by and between (the "Company") anorms should only be a starting point for you and should not be used or signed before first consulting with an attorney to ensure that it addresses your particular situation. An attorney should be consc terms and language that should be included in similar agreements. Laws vary from time to time and from state to state. These forms are not intended and are not a substitute for legal advice. These fin this kit is a sample form of an amendment. Fill out the sample form to complete your amendment, making sure to delete the italicized instructions before printing. NOTE: These forms contain the basie that you read and understand any amendment provisions in the research and development agreement you intend to amend to ensure that your desired changes are documented properly and validly. Included t is important that these types of changes are documented, and not simply left to oral agreements. Many agreements contain provisions that set forth the procedure for amending that agreement. Make surter an agreement has been entered into, the parties may agree that a change must be made to their arrangement. For example, you may wish to change the amount owed to the contractor for its services. IFindLegalForms.com Amendment to Research and Development Agreement ­ Kit This kit is designed to assist you in drafting an amendment to an existing research and development agreement. Occasionally af