Research Proposal Template for Funding

SPONSORED RESEARCH FUNDING AND PROPOSAL AGREEMENT

Document ID: SRFA-202X-01
Effective Date: [Effective Date]
Version: 1.0
Governing Jurisdiction: State of [State / Jurisdiction]

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1. STATUTORY & LEGAL COMPLIANCE NOTICE

NOTICE: This document is an institutional-grade legal contract designed for sponsored research funding and proposal governance. The enforceability, regulatory compliance, and statutory interpretation of this Agreement are subject to the laws of the governing jurisdiction and applicable federal, state, and local regulations. Parties acknowledge that legal counsel should be consulted to ensure specific compliance with institutional policies, tax regulations, and intellectual property statutes.

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2. PARTIES & RECITALS

This Sponsored Research Funding and Proposal Agreement (the "Agreement") is entered into and made effective as of [Effective Date] (the "Effective Date"), by and between:

Funding Entity / Sponsor: [Company Full Legal Name], a [State of Incorporation/Organization] [Entity Type, e.g., corporation/limited liability company], having its principal place of business at [Principal Address] (hereinafter referred to as the "Sponsor"), and

Research Institution / Recipient: [Institution/Company Full Legal Name], a [State of Incorporation/Organization] [Entity Type], having its principal place of business at [Principal Address] (hereinafter referred to as the "Institution").

RECITALS

WHEREAS, Sponsor desires to engage the Institution to conduct certain scientific, technical, or academic research as outlined in the research proposal attached hereto; and

WHEREAS, Institution possesses the requisite expertise, personnel, facilities, and institutional capabilities to perform such research under the terms and conditions set forth herein; and

WHEREAS, Sponsor agrees to provide financial support and funding to the Institution for the execution of said research project in accordance with the agreed-upon budget and milestones.

NOW, THEREFORE, in consideration of the mutual covenants, promises, and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

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3. EXHAUSTIVE OPERATIVE CLAUSES & LEGAL TERMS

SECTION 1: SCOPE OF SERVICES & RESEARCH ENGAGEMENT

1.1 Research Program. The Institution shall use commercially reasonable efforts to conduct and complete the research project entitled "[Insert Research Project Title]" (hereinafter referred to as the "Research Program"), as more fully described in the Research Proposal set forth in Exhibit A attached hereto and incorporated herein by this reference. 1.2 Standard of Performance. The Institution shall perform the Research Program in accordance with professional standards, applicable laws, regulations, and institutional research guidelines. The Institution does not guarantee a specific commercial or scientific outcome, but rather commits its best professional efforts to achieve the objectives outlined in Exhibit A. 1.3 Principal Investigator. The Research Program shall be directed and supervised by [Name of Principal Investigator] (the "Principal Investigator"). If the Principal Investigator becomes unable or unwilling to continue the research and supervise the program, the Institution shall promptly notify the Sponsor and propose a mutually acceptable replacement. If a mutually acceptable replacement cannot be agreed upon within thirty (30) days of such notice, either party may terminate this Agreement pursuant to Section 3.

SECTION 2: COMPENSATION & PAYMENT TERMS

2.1 Total Funding Amount. In consideration for the performance of the Research Program and the rights granted herein, the Sponsor shall pay to the Institution the total sum of [Amount in USD] USD (the "Total Funding Amount"), payable in accordance with the Milestone Payment Schedule set forth in Exhibit B. 2.2 Invoicing and Payment. The Institution shall issue invoices to the Sponsor in accordance with Exhibit B or upon the completion of specified operational milestones. All undisputed invoices shall be due and payable within thirty (30) days of the invoice receipt date (Net 30). Payments shall be remitted via wire transfer or check to the address or banking coordinates designated by the Institution in writing. 2.3 Late Payment Interest. Any undisputed amounts not paid when due shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, calculated from the date such payment was due until the date of actual payment. 2.4 Budget Reallocations. The Institution may reallocate funds among budget categories within the approved Research Program budget, provided that such reallocations do not exceed ten percent (10%) of the total budget category or alter the overarching scope of the Research Program without the prior written consent of the Sponsor, which consent shall not be unreasonably withheld.

SECTION 3: TERM & TERMINATION

3.1 Term. This Agreement shall commence on the Effective Date and shall continue in full force and effect until [End Date] or until the Research Program is completed and all deliverables and financial obligations are satisfied, unless earlier terminated in accordance with this Section 3 (the "Term"). 3.2 Termination for Convenience. The Sponsor may terminate this Agreement, in whole or in part, for any reason or no reason, upon providing ninety (90) days prior written notice to the Institution. Upon receipt of such notice, the Institution shall immediately take all reasonable steps to mitigate costs and wind down the Research Program. 3.3 Termination for Cause (Breach). If either party materially breaches any term or condition of this Agreement, the non-defaulting party may provide written notice specifying the nature of the material breach. The defaulting party shall have thirty (30) days from the receipt of such notice to cure the breach. If the breach is not cured within the thirty (30) day cure period, the non-defaulting party may terminate this Agreement immediately upon written notice. 3.4 Effect of Termination. Upon termination of this Agreement for any reason: (a) The Sponsor shall promptly pay the Institution for all non-cancelable commitments, incurred costs, and proportional milestone deliverables completed up to the effective date of termination. (b) Each party shall return or destroy all Confidential Information of the other party in accordance with Section 5.

SECTION 4: INTELLECTUAL PROPERTY OWNERSHIP & WORK MADE FOR HIRE

4.1 Background Intellectual Property. Each party shall retain sole and exclusive ownership of all right, title, and interest in and to any intellectual property, technology, algorithms, know-how, and materials owned or controlled by such party prior to the Effective Date or developed independently outside the scope of this Agreement ("Background IP"). 4.2 Foreground Intellectual Property (Inventions). Title to all inventions, discoveries, patents, copyrights, and other intellectual property conceived, reduced to practice, or first made solely by employees or agents of the Institution during the course of performing the Research Program ("Foreground IP") shall vest in the Institution. 4.3 Sponsor Option to License. The Institution hereby grants to the Sponsor an exclusive, option to negotiate a commercial, royalty-bearing license to practice the Institution’s rights in the Foreground IP. The Sponsor shall exercise this option in writing within ninety (90) days of the disclosure of the Foreground IP by the Institution. Negotiation of terms shall be conducted in good faith for a period not to exceed sixty (60) days.

SECTION 5: MUTUAL CONFIDENTIALITY & NON-DISCLOSURE

5.1 Definition of Confidential Information. "Confidential Information" shall mean any proprietary or non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") under this Agreement that is marked as "Confidential" or, if disclosed orally, is identified as confidential at the time of disclosure and reduced to a written summary marked "Confidential" within thirty (30) days of disclosure. 5.2 Obligations of Confidentiality. The Receiving Party shall hold the Disclosing Party's Confidential Information in strict confidence, shall use the same degree of care it uses to protect its own confidential information (but no less than a reasonable degree of care), and shall not disclose such Confidential Information to any third party, except to its employees, legal counsel, and professional advisors who have a need to know and are bound by confidentiality obligations at least as restrictive as those contained herein. 5.3 Exclusions. Confidential Information shall not include information that: (a) Is or becomes generally known to the public through no breach of this Agreement by the Receiving Party; (b) Was already known to the Receiving Party prior to disclosure without an obligation of confidentiality; (c) Is independently developed by the Receiving Party without reference to or use of the Disclosing Party's Confidential Information; or (d) Is rightfully received from a third party without restriction on disclosure.

SECTION 6: REPRESENTATIONS & WARRANTIES

6.1 Mutual Representations. Each party represents and warrants that: (a) It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or formation; (b) It has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder; and (c) The execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate action. 6.2 Institution Warranties. The Institution warrants that it will perform the Research Program in a professional manner consistent with prevailing industry and academic standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE INSTITUTION MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT WITH RESPECT TO THE RESEARCH PROGRAM OR ANY RESULTING INTELLECTUAL PROPERTY.

SECTION 7: LIMITATION OF LIABILITY & INDEMNIFICATION

7.1 Limitation of Liability. EXCEPT FOR BREACHES OF CONFIDENTIALITY (SECTION 5) OR INTELLECTUAL PROPERTY INFRINGEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS OR REVENUE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL FUNDING AMOUNT ACTUALLY PAID BY SPONSOR TO INSTITUTION HEREUNDER. 7.2 Indemnification by Sponsor. The Sponsor shall defend, indemnify, and hold harmless the Institution, its trustees, officers, employees, agents, and the Principal Investigator from and against any third-party claims, liabilities, losses, damages, or expenses (including reasonable attorneys' fees) arising out of or resulting from: (a) The commercialization, manufacture, use, or sale of products, processes, or services by Sponsor utilizing the Foreground IP; or (b) The gross negligence or willful misconduct of Sponsor, its employees, or agents.

SECTION 8: DISPUTE RESOLUTION & ARBITRATION

8.1 Good Faith Negotiations. In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, the parties shall first attempt in good faith to resolve the matter through senior management negotiations. If the dispute is not resolved within thirty (30) days of written notice of the dispute, either party may submit the dispute to binding arbitration. 8.2 Binding Arbitration. Any unresolved dispute shall be settled by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The place of arbitration shall be [City, State]. The arbitration shall be conducted by a single neutral arbitrator, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

SECTION 9: GOVERNING LAW & JURISDICTION

9.1 Governing Law. This Agreement, and all claims or causes of action (whether in contract, tort, or statute) that may be based upon, arise out of, or relate to this Agreement, shall be governed by, enforced under, and construed in accordance with the internal laws of the State of [State / Jurisdiction], without regard to its conflict of laws principles. 9.2 Jurisdiction. Subject to Section 8, each party irrevocably and unconditionally submits to the exclusive jurisdiction of the state and federal courts located in [County], [State] for any legal action or proceeding arising out of this Agreement.

SECTION 10: MISCELLANEOUS

10.1 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions of this Agreement shall remain in full force and effect. 10.2 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by electronic mail (PDF) or digital signature shall be equally effective as delivery of an original executed hard copy. 10.3 Entire Agreement. This Agreement, including the exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements, whether written or oral, relating to such subject matter.

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4. EXECUTION & FORMAL SIGNATURE BLOCKS

IN WITNESS WHEREOF, the parties hereto have caused this Sponsored Research Funding and Proposal Agreement to be duly executed by their respective authorized signatories as of the Effective Date written above.

FOR [PARTY A / COMPANY NAME / SPONSOR]:
Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role]
Company: [Company Legal Name]
Date: [Date]

FOR [PARTY B / CLIENT / INSTITUTION]:
Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role]
Company: [Institution Legal Name]
Date: [Date]

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5. STEP-BY-STEP EXECUTION & FILING GUIDE

1. Document Preparation (Word / Google Docs):

   • Locate all bracketed text fields (e.g., [Company Full Legal Name], [Amount in USD], [Effective Date]).
   • Replace each bracketed placeholder with the precise, verified legal data for the transaction. Do not leave any bracketed text unaddressed.
   • Attach the detailed Research Proposal as Exhibit A and the Milestone Payment Schedule as Exhibit B.

2. Signatory Verification:

   • Confirm that the individuals signing on behalf of both the Sponsor and the Institution possess actual legal authority (via corporate resolution, bylaws, or delegation of authority) to bind their respective legal entities.

3. Digital Execution (DocuSign / Adobe Sign):

   • Export the finalized document to PDF format.
   • Upload the PDF to an enterprise-grade digital signature platform (such as DocuSign or Adobe Sign).
   • Route signature requests to the verified email addresses of the authorized signatories. Ensure audit trailing and certificate generation are enabled.

4. Post-Execution Filing & Record Retention:

   • Upon full execution, save the fully executed PDF in the institutional contract management repository (CLM) or secure cloud storage under [Contract Category/Research Agreements].
   • Distribute copies to the Principal Investigator, the Institution's Office of Sponsored Programs, and the Sponsor’s legal/finance department.
   • Set calendar alerts for key milestone deadlines, reporting obligations, and agreement expiration dates.