Research Proposal Template Latex

INSTITUTIONAL RESEARCH PROPOSAL & MASTER SERVICES AGREEMENT

Document ID: MSA-RES-202X-0814
Effective Date: [Effective Date]
Version: 4.2
Governing Jurisdiction: State of [State], United States

---

1. STATUTORY & LEGAL COMPLIANCE NOTICE

NOTICE: This institutional research proposal and agreement template is drafted to provide a rigorous legal and operational framework for professional research services. Parties acknowledge that legal enforceability depends upon specific factual contexts, jurisdictional nuances, and statutory regulations (including, where applicable, institutional review board [IRB] requirements, data privacy laws such as GDPR/CCPA, and federal or state funding regulations). Legal counsel should be consulted to ensure full compliance with local laws before execution.

---

2. PARTIES & RECITALS

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

Research Provider:
[Company Full Legal Name], a [State of Incorporation] [Corporation/LLC], having its principal place of business at [Principal Address] ("Provider"), and

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

RECITALS

WHEREAS, Provider possesses specialized expertise, facilities, and personnel capable of conducting advanced academic, technical, or market research;
WHEREAS, Client desires to engage Provider to perform certain research services as set forth herein and in any mutually agreed-upon Statements of Work; and
WHEREAS, the parties intend to define the legal, financial, and operational terms governing their relationship;

NOW, THEREFORE, in consideration of the mutual covenants, terms, 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:

---

3. EXHAUSTIVE OPERATIVE CLAUSES & LEGAL TERMS

Section 1: Scope of Services & Engagement

1.1 Engagement. Client hereby engages Provider to perform the research, analysis, data collection, and reporting services (collectively, the "Research Services") detailed in this Agreement and in any attached or subsequently executed Statement of Work ("SOW") or Research Proposal incorporated herein by reference.
1.2 Standard of Performance. Provider shall perform all Research Services in a professional, workmanlike manner, in accordance with generally accepted industry standards, academic rigor, and applicable professional guidelines. Provider warrants that its personnel possess the requisite skills and experience to execute the Research Services.
1.3 Modifications to Scope. Any material changes, expansions, or reductions in the scope of the Research Services must be set forth in a written amendment or change order signed by authorized representatives of both parties. Provider shall not be obligated to perform any out-of-scope work without prior written authorization and agreement on associated costs.

Section 2: Compensation & Payment Terms

2.1 Compensation. In consideration for the performance of the Research Services, Client shall pay Provider the total fees set forth in the payment schedule of the applicable SOW, up to the maximum amount of [Amount in USD] (USD), unless modified by written amendment.
2.2 Invoicing & Payment Schedule. Provider shall issue invoices to Client in accordance with the milestone schedule or calendar intervals specified in the SOW. All invoices are due and payable within thirty (30) days of the invoice date ("Net 30").
2.3 Late Payments & 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. Client shall reimburse Provider for all reasonable costs and expenses (including attorneys' fees) incurred in collecting overdue amounts.
2.4 Taxes. All fees are exclusive of applicable taxes. Client shall be responsible for all sales, use, value-added, withholding, or other taxes imposed by any governmental authority in connection with this Agreement, excluding taxes based solely on Provider's net income.

Section 3: Term & Termination

3.1 Term. This Agreement shall commence on the Effective Date and shall continue until the completion of the Research Services or the expiration of all active SOWs, unless earlier terminated in accordance with this Section 3.
3.2 Termination for Convenience. Either party may terminate this Agreement or any SOW, in whole or in part, for any reason or no reason, upon 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 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.
3.4 Effect of Termination. Upon termination of this Agreement for any reason:

• Client shall promptly pay Provider for all Research Services performed and expenses incurred up to the effective date of termination, calculated on a pro-rata basis or milestone completion basis.
• Each party shall promptly return or destroy (and certify destruction of) all Confidential Information of the other party in its possession or control.
• Sections 4, 5, 6, 7, 8, and 9 shall survive any expiration or termination of this Agreement.

Section 4: Intellectual Property Ownership & Work Made for Hire

4.1 Background Intellectual Property. Each party retains all right, title, and interest in and to its respective pre-existing intellectual property, methodologies, tools, software, and trade secrets ("Background IP"). Neither party grants any license to its Background IP to the other party except as expressly set forth herein.
4.2 Foreground Intellectual Property (Deliverables). Unless otherwise specified in a SOW, all reports, data, analyses, charts, and custom documentation specifically created by Provider for Client pursuant to this Agreement ("Foreground IP" or "Deliverables") shall be deemed "work made for hire" to the extent permitted by law. To the extent any Deliverables do not qualify as a work made for hire, Provider hereby irrevocably assigns to Client all right, title, and interest worldwide in and to such Deliverables upon receipt of full payment.
4.3 Provider Tools & Research Methodology. Notwithstanding Section 4.2, Provider retains all rights to its underlying research methodologies, general know-how, statistical models, templates, and generic data gathering techniques utilized or developed during the performance of the Research Services.

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 ("Disclosing Party") to the other party ("Receiving Party"), whether orally 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. 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 no less than a reasonable standard of care.
• Use Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement.
• Not disclose Confidential Information to any third party, except to its directors, officers, employees, legal counsel, and financial advisors who need to know such information and are bound by confidentiality obligations at least as restrictive as those herein. 5.3 Exceptions. Confidential Information does not include information that: (a) is or becomes generally available to the public other than through breach of this Agreement; (b) was already known to the Receiving Party prior to disclosure; (c) is independently developed by the Receiving Party without reference to or use of Disclosing Party's Confidential Information; or (d) is rightfully received from a third party without restriction.

Section 6: Representations & Warranties

6.1 Provider Representations. Provider represents and warrants that: (a) it has the full power and authority to enter into this Agreement; (b) the Research Services will be performed in a professional and workmanlike manner; and (c) to the best of its knowledge, the Deliverables do not infringe upon or misappropriate any third-party copyright, patent, trade secret, or other intellectual property right.
6.2 Client Representations. Client represents and warrants that: (a) it has the full power and authority to enter into this Agreement; (b) it owns or has obtained all necessary rights, licenses, and permissions to provide any materials, data, or instructions furnished to Provider; and (c) its use of the Deliverables will comply with all applicable laws and regulations.
6.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 6, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

Section 7: Limitation of Liability & Indemnification

7.1 Limitation of Liability. EXCEPT FOR BREACHES OF CONFIDENTIALITY, INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR GROSS NEGLIGENCE/WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.2 Cap on Liability. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, UNDER ANY LEGAL OR EQUITABLE THEORY, SHALL BE STRICTLY LIMITED TO THE TOTAL FEES ACTUALLY PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THE APPLICABLE SOW IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
7.3 Indemnification. Each party ("Indemnifying Party") shall defend, indemnify, and hold harmless the other party, its officers, directors, employees, and agents ("Indemnified Party") from and against any third-party claims, liabilities, losses, damages, or costs (including reasonable attorneys' fees) arising out of or resulting from: (a) the Indemnifying Party's gross negligence or willful misconduct; or (b) any material breach of the Indemnifying Party's representations, warranties, or covenants under this Agreement.

Section 8: Dispute Resolution & Arbitration

8.1 Negotiation. 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 within thirty (30) days of written notice of the dispute.
8.2 Binding Arbitration. If the dispute is not resolved through negotiation, it 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 on 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 arising out of or relating to it, shall be governed by, and construed in accordance with, the laws of the State of [State], without regard to its conflict of laws principles.
9.2 Jurisdiction. Subject to Section 8, each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in [County] County, [State]`, for any legal suit, action, 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, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.
10.2 Counterparts. This Agreement may be executed in 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 effective as manual delivery.
10.3 Entire Agreement. This Agreement, together with any SOWs attached hereto, constitutes the sole and entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral.

---

4. EXECUTION & FORMAL SIGNATURE BLOCKS

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

FOR [COMPANY FULL LEGAL NAME]:

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

---

FOR [CLIENT FULL LEGAL NAME]:

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

---

5. STEP-BY-STEP EXECUTION & FILING GUIDE

1. Document Review & Variable Population:

   • Open this document in Microsoft Word or Google Docs.
   • Locate all bracketed placeholder text (e.g., [Company Full Legal Name], [Client Full Legal Name], [Principal Address], [Effective Date], [Amount in USD], [State], [County]).
   • Replace every placeholder with exact, verified legal entities, addresses, and monetary figures.

2. Signatory Authority Verification:

   • Confirm that the individual signing on behalf of Provider and Client holds corporate authorization (e.g., CEO, President, Managing Member, or formally delegated Officer) to bind their respective legal entities.

3. Digital Execution (DocuSign / Adobe Sign):

   • Export the finalized text into a secure PDF format.
   • Upload the PDF into an enterprise digital signature platform (such as DocuSign or Adobe Sign).
   • Route signature fields to the designated authorized signatories to capture secure audit trails, IP addresses, and timestamps.

4. Post-Execution Filing & Record Retention:

   • Store the fully executed PDF in the centralized corporate contract repository or legal document management system (DMS).
   • Set calendar reminders for critical milestone dates, invoicing schedules, renewal windows, and termination notice deadlines (e.g., 30-day notice prior to renewal or termination).