Research Proposal Template

INSTITUTIONAL RESEARCH PROPOSAL & MASTER SERVICES AGREEMENT

Document ID: MSA-RES-202X-01V Effective Date: [Effective Date] Version: 4.2 (Institutional Grade) Governing Jurisdiction: State of [State / Province], United States

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1. STATUTORY & LEGAL COMPLIANCE NOTICE

CLINICAL & LEGAL DISCLAIMER: This document is an institutional-grade Master Services Agreement and Research Proposal template drafted to provide robust legal protections for commercial, academic, and independent research engagements. Contracting parties acknowledge that local, state, national, and international laws (including but not limited to the General Data Protection Regulation [GDPR], the California Consumer Privacy Act [CCPA], the Health Insurance Portability and Accountability Act [HIPAA], and federal export control regulations) may impose additional statutory requirements depending on the nature of the research data, human subjects involvement, or geographical scope. Legal counsel should review this template prior to execution to ensure complete alignment with specific regulatory environments and industry-specific compliance mandates.

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2. PARTIES & RECITALS

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

Research Provider / Institution: [Company Full Legal Name], a [State of Incorporation] [Corporation / LLC / Partnership], having its principal place of business located at [Principal Address] (hereinafter referred to as the "Provider"), and

Client / Sponsor: [Client Full Legal Name], a [State of Incorporation] [Corporation / LLC / Partnership], having its principal place of business located at [Principal Address] (hereinafter referred to as the "Client").

RECITALS:

WHEREAS, Provider possesses specialized expertise, professional personnel, proprietary methodologies, and research infrastructure capable of conducting rigorous scientific, market, technical, or academic research;

WHEREAS, Client desires to engage Provider to perform certain research services as more fully set forth in this Agreement and any mutually executed Statements of Work (SOW) hereunder, and Provider desires to accept such engagement subject to the terms and conditions set forth herein;

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

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3. EXHAUSTIVE OPERATIVE CLAUSES & LEGAL TERMS

SECTION 1: SCOPE OF SERVICES & ENGAGEMENT

1.1 Research Services. Provider shall perform the research, analysis, data collection, experimentation, and reporting services (collectively, the "Research Services") described with specificity in Exhibit A (Statement of Work / Research Proposal), attached hereto and incorporated herein by this reference.

1.2 Standard of Performance. Provider covenants and warrants that all Research Services shall be performed in a professional, workmanlike, and ethical manner, in accordance with generally accepted industry standards, professional research methodologies, and any applicable institutional review board (IRB) protocols or regulatory guidelines.

1.3 Modifications to Scope. Any material changes, expansions, or reductions to the Research Services set forth in Exhibit A must be documented through a formal, written Change Order signed by the authorized representatives of both Parties. Provider shall not be obligated to perform any out-of-scope work without prior written authorization and a mutually agreed-upon adjustment to compensation and timelines.

SECTION 2: COMPENSATION & PAYMENT TERMS

2.1 Compensation. In consideration for the full and complete performance of the Research Services, Client shall pay Provider the total contract sum of [Amount in USD] USD, payable in accordance with the milestone schedule or invoicing terms set forth in Exhibit B attached hereto.

2.2 Invoicing. Provider shall issue invoices to Client pursuant to the payment schedule or upon the completion of designated project milestones. Client shall remit payment in full via wire transfer or ACH to the bank account designated by Provider within thirty (30) days of the invoice receipt date (Net 30).

2.3 Late Interest & Penalties. Any undisputed amounts not paid by Client when due shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower, calculated from the date such payment was due until the date paid in full. Provider reserves the right to suspend performance of Research Services under this Agreement or any active SOW if any undisputed invoice remains unpaid for more than fifteen (15) days past its due date.

2.4 Taxes. The compensation amounts set forth herein are exclusive of all applicable federal, state, local, and foreign sales, use, value-added, excise, and similar taxes. Client shall be solely responsible for the payment of all such taxes, excluding taxes levied upon Provider’s net income.

SECTION 3: TERM & TERMINATION

3.1 Term. This Agreement shall commence on the Effective Date and shall continue in full force and effect until the completion of the Research Services and final delivery of all project deliverables, unless earlier terminated in accordance with this Section 3.

3.2 Termination for Convenience. Client or Provider may terminate this Agreement, or any active Statement of Work, at any time, with or without cause, by providing thirty (30) days prior written notice to the other Party.

3.3 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party: (a) materially breaches any provision of this Agreement and fails to cure such material breach within thirty (30) days after receipt of written notice detailing the breach; (b) files for bankruptcy, becomes insolvent, makes an assignment for the benefit of creditors; or (c) undergoes liquidation or winding up of its business affairs.

3.4 Effect of Termination. Upon the effective date of termination:

• (a) Client shall immediately pay Provider for all Research Services performed, milestones achieved, and non-cancellable third-party commitments incurred up to and including the effective date of termination.
• (b) Provider shall promptly deliver to Client all work-in-progress, raw data, and final deliverables paid for by Client as of the termination date.
• (c) Each Party shall promptly return or destroy (and certify destruction of) all Confidential Information of the other Party in accordance with Section 6.

SECTION 4: INTELLECTUAL PROPERTY OWNERSHIP & WORK MADE FOR HIRE

4.1 Client Background IP. Client retains all right, title, and interest in and to all proprietary data, pre-existing intellectual property, trademarks, trade secrets, and materials provided by Client to Provider for the purpose of executing the Research Services ("Client Background IP"). Client grants Provider a limited, non-exclusive, royalty-free license to use Client Background IP solely for the purpose of performing the Research Services.

4.2 Provider Background IP. Provider retains all right, title, and interest in and to its pre-existing methodologies, research tools, software, algorithms, know-how, and generalized trade secrets existing prior to or developed independently of this Agreement ("Provider Background IP"). To the extent any Provider Background IP is embedded within or required for the utilization of the final research deliverables, Provider grants Client a perpetual, irrevocable, worldwide, non-exclusive, fully paid-up license to use such Provider Background IP strictly in connection with the exploitation of the deliverables.

4.3 Work Product & Deliverables. Subject to full payment of all compensation due under this Agreement, all final custom research reports, analytical models, data sets, and specifically commissioned deliverables created by Provider explicitly for Client pursuant to Exhibit A (collectively, the "Work Product") shall be deemed "work made for hire" under United States copyright law and assigned exclusively to Client. To the extent that any Work Product does not qualify as a work made for hire, Provider hereby irrevocably assigns, transfers, and conveys to Client all right, title, and interest worldwide in and to such Work Product, including all associated copyright, patent, and trade secret rights.

SECTION 5: MUTUAL CONFIDENTIALITY & NON-DISCLOSURE

5.1 Definition of Confidential Information. "Confidential Information" means all non-public, proprietary, scientific, technical, financial, or commercial information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

5.2 Obligations of Confidentiality. The Receiving Party shall: (a) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care it uses for its own sensitive information, but in no event less than a reasonable standard of care; (b) not use the Disclosing Party’s Confidential Information for any purpose outside the scope of this Agreement; and (c) not disclose such Confidential Information to any third party, except to its directors, officers, employees, legal counsel, and financial advisors who have a strict need to know such information and who are bound by confidentiality obligations at least as restrictive as those set forth herein.

5.3 Exclusions. Confidential Information shall not include information that: (a) is or becomes publicly available through no breach of this Agreement by the Receiving Party; (b) was already in the rightful possession of the Receiving Party prior to disclosure without an obligation of confidentiality; (c) is independently developed by the Receiving Party without reference to or reliance upon the Disclosing Party's Confidential Information; or (d) is rightfully received from a third party without a duty of confidentiality.

SECTION 6: REPRESENTATIONS & WARRANTIES

6.1 Provider Representations. Provider represents and warrants that: (a) it has the full corporate power, legal capacity, and authority to enter into this Agreement and perform its obligations hereunder; (b) the Research Services will be performed in a professional and workmanlike manner by qualified personnel; and (c) to the best of Provider's knowledge, the Work Product and final deliverables do not infringe, misappropriate, or violate any third-party copyright, patent, trademark, trade secret, or privacy right.

6.2 Client Representations. Client represents and warrants that: (a) it has the full corporate power, legal capacity, and authority to enter into this Agreement; (b) all Client Background IP and materials provided to Provider are owned by or properly licensed to Client; and (c) the provision and utilization of such materials by Provider will not violate any applicable law or infringe upon the rights of any third party.

6.3 Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 6, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE RESEARCH SERVICES, WORK PRODUCT, OR DELIVERABLES. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

SECTION 7: LIMITATION OF LIABILITY & INDEMNIFICATION

7.1 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2 Cap on Liability. PROVIDER’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, UNDER ANY LEGAL THEORY, SHALL BE STRICTLY LIMITED TO THE TOTAL FEES ACTUALLY PAID BY CLIENT TO PROVIDER UNDER THE APPLICABLE STATEMENT OF WORK IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY.

7.3 Client Indemnification. Client agrees to defend, indemnify, and hold harmless Provider, its officers, directors, employees, agents, and affiliates from and against any and all third-party claims, liabilities, losses, damages, judgments, and reasonable expenses (including reasonable attorneys' fees) arising out of or resulting from: (a) Client's material breach of this Agreement; (b) the use, commercialization, or exploitation of the Work Product by Client or its affiliates; or (c) infringement of third-party rights caused by Client Background IP.

7.4 Provider Indemnification. Provider agrees to defend, indemnify, and hold harmless Client, its officers, directors, employees, agents, and affiliates from and against any and all third-party claims, liabilities, losses, damages, judgments, and reasonable expenses (including reasonable attorneys' fees) arising out of or resulting from: (a) Provider's willful misconduct or gross negligence; or (b) infringement of third-party intellectual property rights directly caused by Provider's original Work Product (excluding any Client Background IP).

SECTION 8: DISPUTE RESOLUTION & GOVERNING LAW

8.1 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 / Province], without regard to its conflict of laws principles.

8.2 Negotiation & Mediation. In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, the authorized executives of both Parties shall first attempt in good faith to resolve the matter through informal business negotiations for a period of not less than thirty (30) days. If the dispute is not resolved through negotiations, the Parties agree to submit the dispute to non-binding mediation administered by a mutually agreed-upon mediation service provider in [City, State].

8.3 Binding Arbitration. If mediation does not resolve the dispute within sixty (60) days after initiation, the dispute shall be resolved through final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The place of arbitration shall be [City, State]. The arbitrator's award shall be final and binding, and judgment upon the award rendered by the arbitrator may be entered in any court having competent jurisdiction.

SECTION 9: MISCELLANEOUS PROVISIONS

9.1 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.

9.2 Entire Agreement. This Agreement, together with all Exhibits, Statements of Work, and Change Orders attached hereto, constitutes the final, complete, and exclusive expression of the agreement between the Parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous negotiations, proposals, understandings, and agreements, whether written or oral.

9.3 Amendments & Waivers. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by an authorized representative of both Parties. No failure or delay by either Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof.

9.4 Force Majeure. Neither Party shall be liable for any failure or delay in performance under this Agreement (excluding payment obligations) resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor strikes, electrical outages, cyberattacks, pandemics, or governmental restrictions, provided the affected Party gives prompt written notice to the other Party.

9.5 Counterparts & Electronic Signatures. This Agreement may be executed in multiple 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 of this Agreement by facsimile, email PDF, or digital signature platform (such as DocuSign or Adobe Sign) shall be equally effective as delivery of an original manual signature.

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4. EXECUTION & FORMAL SIGNATURE BLOCKS

IN WITNESS WHEREOF, the Parties hereto have caused this Institutional Research Proposal and Master Services Agreement to be duly executed by their respective authorized officers as of the Effective Date written above.

FOR [PARTY A / COMPANY NAME] (PROVIDER):

Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role]
Company: [Company Legal Name]
Date: [Date]

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FOR [PARTY B / CLIENT / COUNTERPARTY] (CLIENT):

Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role]
Company: [Client Legal Name]
Date: [Date]

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5. STEP-BY-STEP EXECUTION & FILING GUIDE

To ensure full legal enforceability and operational integrity of this Institutional Research Proposal and Master Services Agreement, contract administrators must execute the following protocol:

1. Document Preparation (Word Processor): Open this template in Microsoft Word or Google Docs. Utilize the Find & Replace function to locate all bracketed placeholders (e.g., [Company Full Legal Name], [Client Full Legal Name], [Principal Address], [Effective Date], [Amount in USD], [State / Province]) and replace them with verified factual data. Do not leave any bracketed text unpopulated.
2. Exhibit Generation: Draft Exhibit A (Statement of Work detailing specific research milestones, deliverables, timelines, and data protocols) and Exhibit B (Detailed Compensation & Invoicing Schedule). Attach both exhibits to the back of this core agreement text.
3. Signatory Authority Verification: Prior to routing for signature, verify via corporate resolution, bylaws, or official registry that the individuals signing on behalf of Provider and Client possess the legal binding authority to execute commercial contracts on behalf of their respective corporate entities.
4. Digital Signature Deployment: Upload the finalized PDF document to an enterprise-grade digital signature platform compliant with the ESIGN Act and eIDAS (e.g., DocuSign, Adobe Sign, or HelloSign). Route the document sequentially or simultaneously to the designated authorized signatories ([Authorized Signatory Name]). Ensure audit trail logging is enabled.
5. Archival & Record Retention: Upon complete execution by both Parties, download the cryptographically sealed execution copy complete with the digital certificate of completion. Store the file in a secure, encrypted enterprise contract repository (CLM) with automated calendar alerts tracking key milestones, expiration dates, and renewal windows. Retain records in accordance with corporate governance policies and statutory retention rules (typically a minimum of seven [7] years post-termination).