Research Proposal Template Hkust

RESEARCH SERVICES ENGAGEMENT AGREEMENT

Document ID: HKUST-RES-2024-001
Effective Date: [Effective Date]
Version: 1.0
Governing Jurisdiction: Hong Kong Special Administrative Region (HKSAR)

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1. LEGAL COMPLIANCE & JURISDICTIONAL NOTICE

This document is drafted to align with general commercial standards and Hong Kong contract law principles. It is provided for informational and template purposes. Disclaimer: This template does not constitute specific legal advice. Parties should conduct independent legal review to ensure compliance with institutional policies (e.g., HKUST Research Office guidelines), tax regulations, and internal signatory authority mandates.

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2. PARTIES & RECITALS

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

[Company Full Legal Name], a corporation organized and existing under the laws of [Jurisdiction], having its principal address at [Company Principal Address] ("Company"); and

[Client Full Legal Name], an institution/entity having its principal address at [Client Principal Address] ("Client").

RECITALS: WHEREAS, Client desires to engage Company to provide research and advisory services as described herein; and WHEREAS, Company possesses the requisite expertise, personnel, and infrastructure to perform said research.

NOW, THEREFORE, the parties agree as follows:

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3. OPERATIVE CLAUSES

1. SCOPE OF SERVICES

Company shall perform the research, analysis, and deliverables ("Services") specifically detailed in Exhibit A (Scope of Work). Company shall exercise the degree of skill and care expected of a professional entity in the relevant field.

2. COMPENSATION & PAYMENT TERMS

Client shall pay Company the total sum of [Amount in USD] (the "Fee"). Payments shall be made in accordance with the following milestones:

• [Milestone 1]: [Amount] upon execution.
• [Milestone 2]: [Amount] upon delivery of interim reports.
• [Milestone 3]: [Amount] upon final submission. Invoices are payable within thirty (30) days of receipt. Late payments shall accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

3. TERM & TERMINATION

This Agreement shall commence on the Effective Date and remain in force until [Completion Date], unless terminated earlier.

• Termination for Convenience: Either party may terminate this Agreement upon sixty (60) days’ written notice.
• Termination for Breach: Either party may terminate immediately upon written notice if the other party commits a material breach and fails to cure such breach within thirty (30) days of receiving written notification of the default.

4. INTELLECTUAL PROPERTY & WORK MADE FOR HIRE

All research data, findings, reports, and inventions generated under this Agreement ("Work Product") shall be deemed "works made for hire." Ownership of all intellectual property rights in the Work Product shall vest in [Client/Company] upon full payment of the Fees. Company retains all pre-existing IP.

5. CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other. The Receiving Party shall: (a) protect the information with the same degree of care as its own; (b) use it solely for the purpose of this Agreement; and (c) return or destroy all copies upon termination. Obligations survive for three (3) years post-termination.

6. REPRESENTATIONS & WARRANTIES

Each party represents that it has the full legal power and authority to enter into this Agreement and that the performance of its obligations will not violate any existing contract or third-party right.

7. LIMITATION OF LIABILITY & INDEMNIFICATION

Except for breaches of confidentiality or gross negligence, the total cumulative liability of either party shall not exceed the total Fees paid under this Agreement. Each party agrees to indemnify and hold harmless the other from any third-party claims arising from the indemnifying party’s breach of this Agreement.

8. DISPUTE RESOLUTION & GOVERNING LAW

This Agreement is governed by the laws of the Hong Kong Special Administrative Region. Any dispute arising out of this Agreement shall be submitted to the Hong Kong International Arbitration Centre (HKIAC) for arbitration in accordance with its rules in force at the time of commencement.

9. MISCELLANEOUS

• Severability: If any provision is held invalid, the remainder shall continue in full force.
• Entire Agreement: This Agreement constitutes the entire understanding between the parties and supersedes all prior discussions.
• Counterparts: This Agreement may be executed in counterparts, each of which shall be an original.

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4. EXECUTION & SIGNATURE BLOCKS

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

FOR [PARTY B / CLIENT / COUNTERPARTY]:
Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role]
Date: [Date]

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5. EXECUTION & FILING GUIDE

1. Customization: Open this document in Word/Docs. Replace all [Bracketed Fields] with verified legal data. Do not alter the language of the Operative Clauses.
2. Authority Verification: Ensure that the individual signing has a valid Board Resolution or Power of Attorney granting them authority to bind the entity.
3. Digital Execution: Utilize a platform compliant with the Electronic Transactions Ordinance (Cap. 553 of Hong Kong Law) such as DocuSign or Adobe Sign for audit trails.
4. Annexing: Ensure Exhibit A (Scope of Work) is drafted as a separate attachment, clearly defining timelines and deliverables, and is physically or digitally appended to this document.
5. Record Retention: Archive the fully executed Agreement in a secure, encrypted cloud repository or physical fireproof safe for a minimum of seven (7) years following the expiration of the term.