Research Proposal Template Humanities

INSTITUTIONAL RESEARCH PROPOSAL AND ENGAGEMENT AGREEMENT

Document ID: IRPEA-HUM-202X-01
Effective Date: [Effective Date]
Version: 1.0
Governing Jurisdiction: State of [State/Country], without regard to its conflict of laws principles.

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1. STATUTORY & LEGAL COMPLIANCE NOTICE

This document constitutes a binding legal agreement governing the provision of scholarly, archival, and interpretive research services in the humanities. Legal counsel has structured this instrument to ensure strict compliance with institutional contracting standards, intellectual property assignments, and academic research compliance frameworks. Parties acknowledge that the enforceability of specific dispute resolution, limitation of liability, and indemnification clauses may vary by municipal, state, or international jurisdiction. Independent legal counsel should be consulted prior to execution to verify local statutory requirements.

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2. PARTIES & RECITALS

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

Research Institution / Provider: [Company Full Legal Name], a [State of Incorporation/Organization] [entity type, e.g., corporation / non-profit / LLC], having its principal place of business located at [Principal Address] (hereinafter referred to as the "Institution"), and

Client / Sponsor: [Client Full Legal Name], a [State of Incorporation/Organization] [entity type, e.g., university / foundation / corporation], having its principal place of business located at [Principal Address] (hereinafter referred to as the "Sponsor").

WHEREAS, the Institution employs qualified scholars, researchers, and technical staff specializing in humanities disciplines, including but not limited to history, literature, philosophy, cultural studies, and archival analysis;

WHEREAS, the Sponsor desires to engage the Institution to perform specific scholarly research and analytical services as detailed herein, and the Institution agrees to perform such services under the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants, promises, and conditions set forth 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 & ENGAGEMENT

1.1 Scope of Work. The Institution shall provide the scholarly research, textual analysis, archival investigation, and deliverable production services (collectively, the "Services") described with specificity in Exhibit A (Statement of Work), attached hereto and incorporated herein by this reference. 1.2 Standard of Performance. The Institution warrants that all Services shall be performed in a professional, workmanlike manner, in accordance with recognized academic and scholarly standards applicable to humanities research. The Institution reserves editorial and methodological control over the execution of the research, ensuring compliance with academic integrity and ethical guidelines. 1.3 Project Personnel. The Institution shall assign qualified personnel to perform the Services. The Institution maintains the absolute right to substitute project personnel, provided that any substitute personnel possess equivalent qualifications and expertise. 1.4 Sponsor Cooperation. The Sponsor shall provide timely access to necessary source materials, documentation, facilities, and designated decision-makers as reasonably required by the Institution to execute the Services. Delays caused by the Sponsor’s failure to provide required cooperation shall result in a commensurate extension of project timelines and deliverables.

SECTION 2: COMPENSATION & PAYMENT TERMS

2.1 Total Compensation. In consideration for the full and faithful performance of the Services, the Sponsor shall pay to the Institution the total sum of [Amount in USD] USD (the "Contract Price"), payable in accordance with the milestone schedule set forth in Exhibit B. 2.2 Invoicing & Payment Schedule. The Institution shall issue invoices to the Sponsor upon the completion of designated project milestones or on a calendar-monthly basis, as specified in Exhibit B. All invoices shall be due and payable within thirty (30) days of the invoice date (Net 30). 2.3 Late Payment Interest. Any undisputed invoice amount not paid 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 due until the date paid in full. 2.4 Expenses. Unless otherwise expressly provided in Exhibit B, the Contract Price includes all ordinary operational, administrative, and travel expenses incurred by the Institution. Any extraordinary expenses requested by the Sponsor must be pre-approved in writing and shall be reimbursed at actual cost. 2.5 Taxes. The Contract Price is exclusive of all applicable federal, state, and local sales, use, value-added, or excise taxes. The Sponsor shall be solely responsible for the payment of all such taxes, excluding taxes based upon the Institution’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 Services and delivery of all final outputs, or until terminated earlier in accordance with the provisions of this Section 3 (the "Term"). 3.2 Termination for Convenience. The Sponsor may terminate this Agreement, in whole or in part, for its convenience upon providing thirty (30) days prior written notice to the Institution. Upon receipt of such notice, the Institution shall immediately cease performance, unless the notice dictates otherwise. The Sponsor shall pay the Institution for all Services performed up to the effective date of termination, plus all non-cancellable commitments and reasonable wind-down costs incurred by the Institution. 3.3 Termination for Cause (Breach). Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such material breach within thirty (30) days after receipt of written notice specifying the breach in reasonable detail. 3.4 Insolvency & Bankruptcy. This Agreement shall terminate automatically, without notice, if either party becomes insolvent, makes an assignment for the benefit of creditors, files a voluntary petition in bankruptcy, is adjudicated bankrupt or insolvent, or has a receiver appointed for its business or assets. 3.5 Survival. The provisions of Sections 4 (Intellectual Property), 5 (Confidentiality), 7 (Limitation of Liability & Indemnification), and 9 (Governing Law) shall survive the expiration or termination of this Agreement for any reason.

SECTION 4: INTELLECTUAL PROPERTY OWNERSHIP & WORK MADE FOR HIRE

4.1 Background Intellectual Property. Each party shall retain exclusive ownership of all patents, copyrights, trademarks, trade secrets, methodologies, and proprietary materials owned or controlled by such party prior to the Effective Date or developed independently of this Agreement ("Background IP"). Neither party grants any license to the other party’s Background IP except as strictly necessary to perform the Services. 4.2 Project Deliverables & Foreground IP. Subject to full payment of the Contract Price, all final reports, manuscripts, compiled data, transcriptions, and analytical outputs specifically created by the Institution for the Sponsor pursuant to this Agreement (collectively, the "Deliverables") shall be assigned to the Sponsor upon creation, or where applicable, classified as works made for hire. 4.3 Academic Publication Rights. Notwithstanding Section 4.2, the Institution and its participating researchers retain the irrevocable, non-exclusive right to publish, lecture, teach, and utilize the scholarly methodologies, general knowledge, insights, and non-confidential findings derived from the research for academic, educational, and publishing purposes, subject to the confidentiality obligations set forth in Section 5. 4.4 Third-Party Materials. If the Deliverables incorporate third-party copyrighted texts, images, or archival materials, the Institution shall identify such materials, and the Sponsor shall be solely responsible for securing all necessary licenses and permissions for the commercial or public distribution of said materials.

SECTION 5: MUTUAL CONFIDENTIALITY & NON-DISCLOSURE

5.1 Definition of Confidential Information. "Confidential Information" means all non-public, proprietary, or confidential information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") under this Agreement, 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, including research data, archival sources, unpublished manuscripts, business strategies, and pricing. 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 use of the Disclosing Party’s Confidential Information; or (d) is rightfully received from a third party without restriction on disclosure. 5.3 Obligations of Confidentiality. The Receiving Party shall protect the Disclosing Party’s Confidential Information with the same degree of care it uses for its own confidential information (but not less than a reasonable degree of care), shall not disclose it to any third party except to its employees, contractors, and legal counsel who have a need to know and are bound by confidentiality obligations at least as restrictive as those herein, and shall use it solely for the purpose of performing its obligations under this Agreement. 5.4 Compelled Disclosure. If the Receiving Party is legally compelled by deposition, interrogatory, request for documents, subpoena, civil investigative demand, or similar judicial or administrative process to disclose any Confidential Information, the Receiving Party shall provide prompt written notice to the Disclosing Party (where legally permissible) to enable the Disclosing Party to seek a protective order or other appropriate remedy.

SECTION 6: REPRESENTATIONS & WARRANTIES

6.1 Authority. Each party represents and warrants that it possesses full power, capacity, and legal authority to enter into this Agreement, to perform its obligations hereunder, and that the person signing on its behalf has been duly authorized to bind such party. 6.2 Non-Infringement. The Institution represents and warrants that, to the best of its knowledge, the Deliverables created by the Institution under this Agreement will not infringe, misappropriate, or violate any third-party copyright, patent, trademark, trade secret, or other intellectual property right. 6.3 Disclaimer of Implied Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 6, THE INSTITUTION MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ACADEMIC SUCCESS OF THE RESEARCH FINDINGS. ALL RESEARCH IN THE HUMANITIES INVOLVES INTERPRETATIVE ANALYSIS, AND THE INSTITUTION DOES NOT WARRANT THAT THE RESEARCH OUTCOMES WILL ACHIEVE ANY SPECIFIC HYPOTHESIS, CONCLUSION, OR COMMERCIAL GOAL.

SECTION 7: LIMITATION OF LIABILITY & INDEMNIFICATION

7.1 Limitation of Liability. EXCEPT FOR BREACHES OF SECTION 5 (CONFIDENTIALITY) OR INDEMNIFICATION OBLIGATIONS UNDER THIS SECTION 7, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR REPUTATION, 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. THE INSTITUTION’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, UNDER ANY LEGAL THEORY, SHALL BE STRICTLY LIMITED TO AND SHALL NOT EXCEED THE TOTAL CONTRACT PRICE ACTUALLY PAID BY THE SPONSOR TO THE INSTITUTION UNDER THIS AGREEMENT. 7.3 Sponsor Indemnification. The Sponsor agrees to defend, indemnify, and hold harmless the Institution, its officers, trustees, employees, agents, and researchers from and against any and all claims, liabilities, losses, damages, demands, judgments, and expenses (including reasonable attorneys' fees) arising out of or resulting from: (a) the Sponsor’s use, publication, or commercialization of the Deliverables; (b) any breach of this Agreement by the Sponsor; or (c) the infringement of third-party intellectual property rights caused by source materials or instructions provided by the Sponsor to the Institution. 7.4 Institution Indemnification. The Institution agrees to defend, indemnify, and hold harmless the Sponsor from and against any third-party claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) directly arising out of the Institution’s gross negligence, willful misconduct, or direct infringement of third-party intellectual property rights by the original Deliverables authored by the Institution.

SECTION 8: DISPUTE RESOLUTION & ARBITRATION

8.1 Negotiation in Good Faith. 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 informal executive negotiation for a period of not less than thirty (30) days following written notice of the dispute. 8.2 Binding Arbitration. If the dispute cannot be resolved through informal negotiation pursuant to Section 8.1, the controversy shall be settled by final and 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 appointed in accordance with said rules. 8.3 Award and Costs. The arbitrator’s decision shall be final, binding, and enforceable in any court of competent jurisdiction. The prevailing party in any such arbitration or legal proceeding shall be entitled to recover its reasonable attorneys' fees, expert witness fees, and arbitration costs from the non-prevailing party. 8.4 Injunctive Relief. Nothing in this Section 8 shall preclude either party from seeking provisional injunctive relief or equitable remedies from a court of competent jurisdiction to protect its intellectual property rights or Confidential Information pending the constitution of the arbitral tribunal.

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], without regard to its conflict of laws principles. 9.2 Jurisdiction. Subject to Section 8, each party irrevocably and unconditionally submits to the exclusive personal jurisdiction of the state and federal courts located in [County] County, [State]`, 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 or arbitrator 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 Entire Agreement. This Agreement, together with Exhibits A and B attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, understandings, proposals, and agreements, whether written or oral. 10.3 Amendments and Waivers. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by authorized representatives 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. 10.4 Force Majeure. Neither party shall be held liable or responsible to the other party nor be deemed to have breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement when such failure or delay is caused by or results from events beyond the reasonable control of the affected party, including acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, epidemic, pandemic, national strikes, government embargoes, or failure of public utilities or telecommunication networks (a "Force Majeure Event"). The affected party shall provide prompt written notice to the other party and use commercially reasonable efforts to mitigate the effects of the Force Majeure Event. 10.5 Assignment. Neither party may assign, transfer, or delegate this Agreement or any of its rights or obligations hereunder, by operation of law or otherwise, without the prior written consent of the other party; provided, however, that either party may assign this Agreement without consent to a successor entity resulting from a merger, acquisition, or sale of substantially all of its assets. Any attempted assignment in violation of this section shall be null and void. 10.6 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 effective as manual delivery of a manually executed counterpart.

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4. EXECUTION & FORMAL SIGNATURE BLOCKS

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

FOR [COMPANY FULL LEGAL NAME] (INSTITUTION):

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

FOR [CLIENT FULL LEGAL NAME] (SPONSOR):

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

1. Document Customization (Word / Google Docs):

   • Open this document in Microsoft Word or Google Docs.
   • Utilize the "Find and Replace" function to locate all bracketed text strings (e.g., [Company Full Legal Name], [Client Full Legal Name], [Principal Address], [Effective Date], [Amount in USD]) and input the exact operational data for your engagement.
   • Attach detailed operational terms to Exhibit A (Statement of Work) and payment milestones to Exhibit B (Compensation Schedule) prior to locking the document for signature.

2. Signatory Authority Verification:

   • Verify that the individuals signing on behalf of both the Institution and the Sponsor hold corporate, institutional, or academic executive authority (e.g., President, Dean, Chief Executive Officer, Director of Research Administration, or Managing Director) to legally bind their respective organizations.

3. Digital Execution (DocuSign / Adobe Sign):

   • Export the finalized, customized agreement as a non-editable PDF.
   • Upload the PDF into an enterprise-grade digital signature platform (e.g., DocuSign, Adobe Sign, or HelloSign).
   • Configure signing fields corresponding precisely to the signature blocks in Section 4. Ensure automated routing captures the IP address, timestamp, and audit trail of all signing parties.

4. Post-Execution Record Retention:

   • Upon full execution by both parties, download the finalized PDF along with its cryptographic Certificate of Completion / Audit Trail.
   • Store the master executed contract in the institutional contract management system (CMS) or secure, access-restricted cloud repository under folder: /Legal/Contracts/Humanities_Research/ with automated calendar reminders set for milestone deadlines, invoicing triggers, and agreement expiration.