Research Proposal Template Harvard

INSTITUTIONAL RESEARCH PROPOSAL AND ENGAGEMENT MASTER AGREEMENT

Document ID: IRPA-202X-HARV-0892
Effective Date: [Effective Date]
Version: 4.2 (Institutional Enterprise Standard)
Governing Jurisdiction: Commonwealth of Massachusetts / Federal Laws of the United States

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1. STATUTORY & LEGAL COMPLIANCE NOTICE

CLINICAL & LEGAL DISCLAIMER: This Research Proposal and Engagement Master Agreement is drafted as an institutional-grade legal instrument designed for complex academic, corporate, and independent research collaborations, drawing upon structural frameworks analogous to Harvard University research administration standards. This document constitutes a binding legal contract upon proper execution by authorized representatives of all participating parties. The user acknowledges that local, state, federal, and international laws (including export controls, data privacy regulations such as GDPR/CCPA, and human/animal subject protections) may impose mandatory statutory requirements that supersede or supplement the provisions herein. Parties are strictly advised to retain qualified legal counsel licensed within the relevant jurisdiction to review this template prior to execution.

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2. PARTIES & RECITALS

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

[Company Full Legal Name], a [State of Incorporation/Organization] [Corporation/Limited Liability Company/Non-Profit Entity], having its principal place of business located at [Principal Address] (hereinafter referred to as the "Institution" or "Research Provider"), and

[Client Full Legal Name], a [State of Incorporation/Organization] [Corporation/Limited Liability Company/Entity], having its principal place of business located at [Principal Address] (hereinafter referred to as the "Sponsor" or "Client").

(The Institution and Sponsor may hereinafter be referred to individually as a "Party" and collectively as the "Parties").

WHEREAS, the Institution employs leading academic, scientific, and technical researchers possessing specialized expertise in the fields pertinent to the proposed research program; and

WHEREAS, the Sponsor desires to engage the Institution to conduct specific scholarly and applied research under the parameters outlined in the Research Proposal attached hereto as Exhibit A, and the Institution agrees to perform such research in accordance with the terms and conditions of this Agreement.

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 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 commence, manage, and complete the research project entitled "[Insert Research Project Title]" (hereinafter the "Research Program"), as more fully detailed in the formal proposal incorporated herein by reference as Exhibit A (Scope of Work & Deliverables). 1.2 Standard of Performance. The Institution shall use reasonable efforts to conduct the Research Program in accordance with professional academic and scientific standards. The Parties acknowledge and agree that research is, by its inherent nature, experimental and exploratory. Therefore, the Institution makes no express or implied warranty, guarantee, or representation that the Research Program will achieve any specific commercial, practical, or theoretical objective, nor that any marketable product, patentable invention, or regulatory approval will result from the performance of this Agreement. 1.3 Principal Investigator (PI). The Research Program shall be directed and supervised by [Principal Investigator Name], acting as the Principal Investigator (the "PI"). In the event that the PI is unable or unwilling to continue to serve as PI for any reason, the Institution shall promptly notify the Sponsor in writing. The Institution shall use commercially reasonable efforts to designate 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 3.2. 1.4 Modifications to Scope. Any material modification, expansion, or reduction of the scope of the Research Program must be set forth in a written amendment executed by the authorized representatives of both Parties (a "Change Order").

SECTION 2: COMPENSATION & PAYMENT TERMS

2.1 Total Consideration. In consideration for the performance of the Research Program and the grant of rights herein, the Sponsor shall pay to the Institution the total fixed/cost-reimbursable sum of $[Amount in USD] (the "Total Contract Value"), payable in accordance with the milestone schedule set forth in Exhibit B (Payment & Milestone Schedule). 2.2 Invoicing. The Institution shall submit formal invoices to the Sponsor in accordance with the schedule outlined in Exhibit B, or on a monthly/quarterly basis for cost-reimbursable agreements. All invoices shall be sent to the Sponsor’s designated billing contact:

• Contact Name: [Billing Contact Name]
• Email Address: [Billing Contact Email]
• Billing Address: [Billing Address] 2.3 Payment Terms. The Sponsor shall pay all undisputed invoice amounts within thirty (30) calendar days of the date of receipt of the applicable invoice. All payments shall be made in United States Dollars (USD) via wire transfer or check to the banking coordinates provided by the Institution. 2.4 Late Payments and 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 due until the date paid in full. The Institution reserves the right to suspend the performance of the Research Program upon ten (10) business days' written notice if any undisputed invoice remains unpaid past its due date. 2.5 Taxes. The compensation amounts set forth in this Agreement are exclusive of all applicable federal, state, and local sales, use, value-added, excise, or similar taxes. The Sponsor shall be solely responsible for the payment of all such taxes, excluding any taxes based solely upon the net income of the Institution.

SECTION 3: TERM & TERMINATION

3.1 Term. This Agreement shall commence on the Effective Date and shall continue in full force and effect for a period of [Insert Number, e.g., 12] months ending on [End Date] (the "Term"), unless sooner terminated in accordance with the provisions of this Section 3. 3.2 Termination for Convenience. The Sponsor may terminate this Agreement, in whole or in part, at any time for any reason or no reason, by providing sixty (60) days' prior written notice to the Institution. Upon receipt of such notice, the Institution shall immediately cease all non-cancelable work and take all reasonable steps to mitigate costs. 3.3 Termination for Cause (Breach). If either Party materially breaches any representation, warranty, or obligation under this Agreement, the non-defaulting Party may provide written notice specifying the nature of the breach. The breaching Party shall have thirty (30) calendar days from the receipt of such notice to cure the specified 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 Termination for Insolvency. This Agreement shall terminate automatically, without notice, if either Party files a petition for bankruptcy, is adjudicated bankrupt, makes an assignment for the benefit of creditors, has a receiver appointed for its assets, or ceases to conduct business in the ordinary course. 3.5 Post-Termination Obligations & Financial Settlement. Upon termination or expiration of this Agreement for any reason:

• (a) The Sponsor shall pay the Institution for all allowable, non-cancelable costs incurred, and non-cancellable commitments made by the Institution up to the effective date of termination, plus any non-cancellable third-party obligations incurred specifically to execute the Research Program.
• (b) Within thirty (30) days of termination, each Party shall return or securely destroy all Confidential Information of the other Party in its possession, subject to routine archival retention policies.

SECTION 4: INTELLECTUAL PROPERTY OWNERSHIP & WORK MADE FOR HIRE

4.1 Background IP. Each Party shall retain sole and exclusive ownership of all right, title, and interest in and to any intellectual property, technology, patents, copyrights, know-how, and trade secrets owned or controlled by such Party prior to the Effective Date, or developed independently of this Agreement outside the scope of the Research Program ("Background IP"). Nothing in this Agreement shall be construed to grant either Party any rights to the other Party's Background IP, except as expressly provided herein. 4.2 Foreground IP (Inventions & Discoveries). Title to all inventions, discoveries, data, software, copyrightable materials, and intellectual property conceived, reduced to practice, or first generated solely by employees or agents of the Institution in the direct performance of the Research Program ("Foreground IP") shall vest solely in the Institution. Title to Foreground IP conceived jointly by employees of both Parties shall be jointly owned. 4.3 Commercialization & Option Rights. The Institution hereby grants to the Sponsor an exclusive, time-limited option to negotiate a commercial license to the Institution's rights in the Foreground IP upon reasonable, commercially standard terms. This option shall extend for a period of sixty (60) days following the formal disclosure of the Foreground IP to the Sponsor. If the Parties fail to execute a definitive license agreement within said sixty (60) day period (or any mutually agreed extension), the Institution shall be free to license the Foreground IP to any third party without further obligation to the Sponsor. 4.4 Academic Publication Rights. The Institution is dedicated to the dissemination of academic research and knowledge. The Institution reserves the right to publish, present, or otherwise publicly disclose the methods and results of the Research Program. The Institution shall provide the Sponsor with a copy of any proposed publication or public presentation at least thirty (30) days prior to submission for publication or public release. If the Sponsor identifies patentable Foreground IP within the draft, the Sponsor may request a delay in publication not to exceed sixty (60) days from the date of receipt to enable the filing of appropriate patent applications.

SECTION 5: MUTUAL CONFIDENTIALITY & NON-DISCLOSURE

5.1 Definition of Confidential Information. "Confidential Information" means 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 or designated in writing as "Confidential" or "Proprietary" at the time of disclosure, or if disclosed orally, is summarized in writing and confirmed as confidential within thirty (30) days of disclosure. 5.2 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 reliance upon the Disclosing Party’s Confidential Information; or
• (d) Is rightfully received from a third party without restriction and without breach of any confidentiality obligation. 5.3 Obligations of Non-Disclosure. The Receiving Party agrees:
• (a) To hold the Disclosing Party’s Confidential Information in strict confidence;
• (b) To use such Confidential Information solely for the performance of rights and obligations under this Agreement; and
• (c) Not to disclose such Confidential Information to any third party, except to employees, contractors, and academic collaborators who have a strict need to know and who are bound by confidentiality obligations at least as restrictive as those contained herein. 5.4 Compelled Disclosure. If the Receiving Party is legally compelled by deposition, interrogatory, subpoena, civil investigative demand, or similar judicial process to disclose any Confidential Information, the Receiving Party shall provide prompt written notice to the Disclosing Party so that the Disclosing Party may seek a protective order or other appropriate remedy.

SECTION 6: REPRESENTATIONS & WARRANTIES

6.1 Mutual Representations. Each Party represents and warrants to the other Party 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 execute, deliver, and perform its obligations under this Agreement;
• (c) The execution and performance of this Agreement do not violate any applicable law, rule, regulation, or contract to which it is a party. 6.2 Institution Warranties. The Institution warrants that the Research Program will be performed in a professional, workmanlike manner by competent personnel. 6.3 Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 6, THE INSTITUTION MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE RESEARCH PROGRAM, DELIVERABLES, OR FOREGROUND IP, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

SECTION 7: LIMITATION OF LIABILITY & INDEMNIFICATION

7.1 Consequential Damages Waiver. 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. EXCEPT FOR BREACHES OF SECTION 5 (CONFIDENTIALITY), INTELLECTUAL PROPERTY INFRINGEMENT, OR GROSS NEGLIGENCE/WILLFUL MISCONDUCT, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE STRICTLY LIMITED TO THE TOTAL AMOUNT ACTUALLY PAID BY THE SPONSOR TO THE INSTITUTION UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY. 7.3 Sponsor Indemnification. The Sponsor agrees to defend, indemnify, and hold harmless the Institution, its governing board, officers, employees, agents, and the Principal Investigator from and against any and all third-party claims, liabilities, losses, damages, demands, and expenses (including reasonable attorneys' fees) arising out of or resulting from:

• (a) The Sponsor’s commercialization, manufacture, marketing, sale, or use of products, services, or processes derived from Foreground IP;
• (b) Any breach of this Agreement by the Sponsor; or
• (c) The gross negligence or willful misconduct of the Sponsor or its agents. 7.4 Institution Indemnification. The Institution agrees to defend, indemnify, and hold harmless the Sponsor, its officers, employees, and agents from and against any third-party claims arising out of the gross negligence or willful misconduct of the Institution in the performance of the Research Program.

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 (a "Dispute"), the designated senior executives of both Parties shall attempt in good faith to resolve such Dispute through direct business negotiations for a period of at least thirty (30) days. 8.2 Binding Arbitration. If the Dispute is not resolved through good faith negotiations within thirty (30) days, the Dispute shall be submitted to final and binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. 8.3 Arbitration Details. The arbitration shall be conducted by a single neutral arbitrator appointed in accordance with AAA rules. The place and location of the arbitration shall be [City, State, e.g., Boston, Massachusetts]. The language of the arbitration shall be English. The award rendered by the arbitrator shall be final and binding, and judgment upon the award 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 substantive laws of the Commonwealth of Massachusetts, 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 [Suffolk County, Massachusetts], for any legal action, suit, or proceeding arising out of or relating to 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 & Electronic Signatures. This Agreement may be executed in any number of 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 effective as manual delivery of a concurrently executed original. 10.3 Entire Agreement. This Agreement, including all exhibits and attachments hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations, and understandings, whether written or oral. 10.4 Force Majeure. Neither Party shall be held liable or responsible to the other Party nor be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any obligation under this Agreement when such failure or delay is caused by acts of God, natural disasters, floods, fire, war, terrorism, labor strikes, epidemics, pandemics, government restrictions, utility failures, or any other cause beyond the reasonable control of the affected Party. 10.5 Assignment. Neither Party may assign, transfer, or delegate this Agreement or any of its rights or obligations hereunder, whether voluntarily, involuntarily, by operation of law, or otherwise, without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Any purported assignment in violation of this section shall be null and void ab initio.

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4. EXECUTION & FORMAL SIGNATURE BLOCKS

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

FOR [COMPANY FULL LEGAL NAME / INSTITUTION]:

Signature: __________________________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role, e.g., Director of Research Administration]
Company: [Company Legal Name]
Date: [Date]

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FOR [CLIENT FULL LEGAL NAME / SPONSOR]:

Signature: __________________________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role, e.g., Chief Technology Officer]
Company: [Client Legal Name]
Date: [Date]

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5. STEP-BY-STEP EXECUTION & FILING GUIDE

1. Document Review & Customization: Open this template in Microsoft Word or Google Docs. Replace all bracketed text prompts (e.g., [Company Full Legal Name], [Effective Date], [Amount in USD]) with accurate institutional data. Ensure all exhibit references (Exhibit A Scope of Work, Exhibit B Payment Schedule) are fully appended prior to signature routing.
2. Legal & Compliance Verification: Submit the populated draft to institutional legal counsel, technology transfer offices, and compliance officers to verify alignment with institutional policies, export control regulations (EAR/ITAR), and institutional overhead/indirect cost rates.
3. Signatory Authority Check: Confirm that individuals executing the agreement on behalf of both the Institution and the Sponsor possess binding corporate or institutional authority (verified via corporate resolutions, bylaws, or delegation of authority matrices).
4. Digital Execution: Upload the finalized PDF document to an institutional-grade electronic signature platform (such as DocuSign, Adobe Sign, or HelloSign). Configure signing order to route through the Sponsor first, followed by the Institution's authorized contracting officer.
5. Archival & Record Retention: Upon full execution, save the cryptographically verified audit trail and executed PDF in the institutional contract management system (CMS) or secure enterprise vault. Retain original records for a minimum of seven (7) years post-termination or expiration to comply with statutory audit and compliance requirements.