Research Proposal Template Usm

INSTITUTIONAL RESEARCH PROPOSAL & SPONSORED PROJECT AGREEMENT

DOCUMENT ID: RPT-USM-202X-8841
EFFECTIVE DATE: [Effective Date]
VERSION: 4.2 (Institutional Enterprise Grade)
GOVERNING JURISDICTION: State of [State] and Federal Laws of the United States

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1. STATUTORY & LEGAL COMPLIANCE NOTICE

This Research Proposal and Sponsored Project Agreement (the "Agreement") constitutes a legally binding contract. The provisions, covenants, and terms contained herein have been drafted with institutional-grade precision to comply with applicable federal, state, and local laws, including but not limited to the Uniform Commercial Code (UCC), the Bayh-Dole Act (where applicable to institutional research), and applicable export control regulations (ITAR/EAR).

Clinical & Legal Disclaimer: This template is designed for sophisticated commercial, academic, and corporate research engagements. Legal counsel for all participating entities should review this document to ensure alignment with specific organizational bylaws, institutional review board (IRB) requirements, and unique state statutory mandates prior to execution. Neither the provision of this document nor its drafting constitutes direct legal representation.

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2. PARTIES & RECITALS

This 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] corporation, having its principal place of business at [Principal Address] (hereinafter referred to as the "Sponsor"), and

[Institution/University Full Legal Name], including its designated research unit or system known as [University System / USM Entity Name], having its principal administrative offices located at [Principal Address] (hereinafter referred to as the "Institution").

WHEREAS, Sponsor desires to engage Institution to perform certain academic, scientific, or commercial research services as more fully described in the Research Proposal incorporated herein; and

WHEREAS, Institution has the requisite academic expertise, facilities, and personnel to conduct such research under the direction of its designated principal investigator; and

WHEREAS, the parties intend to collaborate under the terms and conditions set forth below to advance scientific inquiry while protecting intellectual property, proprietary information, and institutional autonomy.

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 Research Program. Institution shall undertake and complete the research project entitled "[Insert Full Title of Research Project]" (hereinafter, the "Research Program"), as specifically detailed in the Research Proposal attached hereto as Exhibit A and incorporated herein by this reference. 1.2 Principal Investigator. The Research Program shall be directed and supervised by [Name of Principal Investigator] (the "Principal Investigator"). If the Principal Investigator becomes unwilling or unable to continue to direct the Research Program, Institution shall promptly notify Sponsor in writing. Institution shall use commercially reasonable efforts to nominate a successor acceptable to Sponsor within thirty (30) days. If a mutually acceptable successor cannot be appointed, either party may terminate this Agreement pursuant to Section 3. 1.3 Commercially Reasonable Efforts. Institution shall use all reasonable academic and professional efforts to perform the Research Program and achieve the project milestones set forth in Exhibit A. The parties acknowledge and agree that research is experimental in nature; therefore, Institution provides no guarantee of specific commercial outcomes, patent issuance, or ultimate success.

SECTION 2: COMPENSATION & PAYMENT TERMS

2.1 Total Consideration. In consideration for the performance of the Research Program and the grant of rights herein, Sponsor shall pay to Institution the total sum of [Amount in USD] (USD) in accordance with the milestone and payment schedule set forth in Exhibit B. 2.2 Invoicing & Payment Terms. Institution shall issue invoices to Sponsor in accordance with the schedule outlined in Exhibit B. All payments shall be due within thirty (30) days of the invoice receipt date. Payments shall be remitted in United States Dollars via wire transfer or check to the address designated by Institution. 2.3 Late Interest. Any invoices or portions thereof remaining unpaid after the thirty (30) day payment window shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable state law, calculated from the date payment was due until the date paid in full. 2.4 Taxes. The compensation amounts set forth herein are exclusive of all applicable taxes, duties, and tariffs. Sponsor shall be solely responsible for all sales, use, value-added, or excise taxes assessed in connection with this Agreement, excluding taxes based upon 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 [Termination Date or "the completion of the Research Program"], unless earlier terminated in accordance with this Section 3. 3.2 Termination for Convenience. Sponsor may terminate this Agreement, in whole or in part, at any time upon providing sixty (60) days prior written notice to Institution. Upon receipt of such notice, Institution shall immediately cease incurring non-cancelable obligations. Sponsor shall pay Institution for all direct and indirect costs incurred up to the effective date of termination, plus all non-cancelable commitments reasonably made by Institution prior to notice receipt, not to exceed the total contract ceiling specified in Section 2.1. 3.3 Termination for Cause (Breach). If either party materially breaches any provision of this Agreement, the non-breaching party may issue a written notice of default detailing the specific violation. The breaching party shall have thirty (30) days from receipt of such notice to cure the alleged breach. If the breach is not cured within the thirty (30) day cure period, this Agreement shall automatically terminate at the conclusion of said period. 3.4 Survival of Terms. Termination or expiration of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination, including payment obligations, nor shall it affect provisions expressly stated to survive termination, including Sections 4 (Intellectual Property), 5 (Confidentiality), 7 (Limitation of Liability), and 9 (Governing Law).

SECTION 4: INTELLECTUAL PROPERTY OWNERSHIP

4.1 Background Intellectual Property. Each party shall retain sole and exclusive ownership of all right, title, and interest in and to its pre-existing intellectual property, methodologies, trade secrets, and proprietary tools developed prior to or independently of this Agreement ("Background IP"). Nothing in this Agreement shall be construed to grant either party rights in the other party’s Background IP, except as expressly necessary to perform the Research Program. 4.2 Project Inventions. Title to all inventions, discoveries, software, data, and patentable or copyrightable works conceived, reduced to practice, or first generated solely by employees, agents, or students of Institution in the direct performance of the Research Program ("Foreground IP") shall vest in Institution. Title to Foreground IP conceived solely by Sponsor shall vest in Sponsor. Jointly created Foreground IP shall be jointly owned by Institution and Sponsor in accordance with U.S. patent law. 4.3 Option to License. Institution hereby grants to Sponsor an exclusive, first-negotiating option to obtain a commercial, royalty-bearing license to Institution's right, title, and interest in and to any patentable Foreground IP. Sponsor must exercise this option in writing within sixty (60) days of formal disclosure by Institution. The specific commercial terms and royalty rates shall be negotiated in good faith by the parties during a subsequent ninety (90) day negotiation window.

SECTION 5: MUTUAL CONFIDENTIALITY & NON-DISCLOSURE

5.1 Definition of Confidential Information. "Confidential Information" shall mean all non-public, proprietary, scientific, technical, economic, or commercial data disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") that is marked or designated in writing as "Confidential" or "Proprietary" at the time of disclosure, or if disclosed orally, summarized in writing within thirty (30) days of disclosure. 5.2 Exclusions. Confidential Information shall not include information that:

• (a) Is or becomes generally available to the public through no breach of this Agreement by the Receiving Party;
• (b) Was already in the possession of the Receiving Party prior to disclosure without an obligation of confidentiality;
• (c) Is rightfully received from a third party without restriction and without breach of this Agreement; or
• (d) Is independently developed by the Receiving Party without reference to or reliance upon the Disclosing Party's Confidential Information. 5.3 Obligations of Non-Disclosure. The Receiving Party shall protect the Disclosing Party’s Confidential Information with the same degree of care it uses for its own confidential data (but not less than reasonable care), shall not disclose it to any third party except as authorized herein, and shall use it solely for the performance of the Research Program. 5.4 Required Disclosures. If the Receiving Party is legally compelled by a court, administrative agency, or subpoena to disclose any Confidential Information, it shall provide prompt written notice to the Disclosing Party 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 corporate and institutional power and authority to enter into this Agreement, that the individual executing this Agreement on its behalf is duly authorized, and that this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms. 6.2 Compliance with Laws. Each party warrants that it shall conduct its activities under this Agreement in strict compliance with all applicable federal, state, and local laws, regulations, institutional policies, and ethical guidelines. 6.3 Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH HEREIN, INSTITUTION MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE RESEARCH PROGRAM, RESULTS, OR INTELLECTUAL PROPERTY. INSTITUTION SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, VALIDITY OF INTELLECTUAL PROPERTY, AND NON-INFRINGEMENT.

SECTION 7: LIMITATION OF LIABILITY & INDEMNIFICATION

7.1 Limitation of Liability. IN NO EVENT SHALL EITHER PARTY, ITS REGENTS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, OR LOSS OF BUSINESS OPPORTUNITY, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 7.2 Cap on Liability. Institution's total aggregate liability arising out of or related to this Agreement, under any legal theory (contract, tort, strict liability, or otherwise), shall be strictly limited to the total cash compensation actually received by Institution from Sponsor under this Agreement during the twelve (12) month period preceding the event giving rise to liability. 7.3 Indemnification by Sponsor. Sponsor shall defend, indemnify, and hold harmless Institution, its regents, officers, employees, and agents from and against any and all third-party claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or resulting from:

• (a) Sponsor's commercialization, manufacture, distribution, or use of any product, service, or process derived from the Research Program or Foreground IP; or
• (b) Sponsor's gross negligence or willful misconduct in the performance of its obligations under this Agreement.

SECTION 8: DISPUTE RESOLUTION & ARBITRATION

8.1 Good Faith Negotiation. In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, the designated senior executives of each party shall attempt in good faith to resolve such dispute through direct informal negotiation within thirty (30) days of receiving written notice of the dispute. 8.2 Binding Arbitration. If the dispute cannot be resolved through good faith negotiation, it shall be settled by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single neutral arbitrator in [City, State]. 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 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 jurisdiction of the state and federal courts located within [County County, State], for any legal action, suit, or proceeding arising out of or relating to this Agreement.

SECTION 10: MISCELLANEOUS PROVISIONS

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 shall remain in full force and effect. 10.2 Counterparts & Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures delivered via facsimile, PDF, or electronic signature platforms (e.g., DocuSign, Adobe Sign) shall be legally binding and possess the same legal force as wet-ink signatures. 10.3 Entire Agreement. This Agreement, including Exhibits A and B, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, negotiations, proposals, understandings, and agreements, whether oral or written. 10.4 Amendments. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless set forth in a written instrument explicitly referencing this Agreement and signed by the duly authorized representatives of both parties. 10.5 Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement (excluding payment obligations) if such failure or delay is caused by acts of God, war, terrorism, pandemics, government restrictions, labor strikes, fire, flood, or any other cause beyond the reasonable control of the affected party.

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4. EXECUTION & FORMAL SIGNATURE BLOCKS

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

FOR [COMPANY FULL LEGAL NAME] (SPONSOR):
Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role]
Company: [Company Legal Name]
Date: [Date]

FOR [INSTITUTION / UNIVERSITY SYSTEM FULL LEGAL NAME] (INSTITUTION):
Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role]
Company: [Institution Legal Name]
Date: [Date]

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5. STEP-BY-STEP EXECUTION & FILING GUIDE

1. Document Preparation (Word Processor): Open the template in Microsoft Word or Google Docs. Utilize the Find & Replace function to locate all bracketed variables (e.g., [Company Full Legal Name], [Principal Address], [Amount in USD]) and replace them with the exact verified legal data of the contracting entities.
2. Exhibit Assembly: Draft and attach Exhibit A (Scope of Work, Project Milestones, Deliverables, and Principal Investigator bio) and Exhibit B (Line-item budget and invoice payment milestones). Ensure exhibit page numbers align sequentially.
3. Legal & Compliance Review: Route the populated draft through corporate legal counsel or university sponsored projects offices (OSP) to verify compliance with export controls, overhead cost recoveries, and institutional conflict of interest policies.
4. Signatory Verification: Verify that the individuals executing the agreement possess corporate or institutional delegation of authority (DOA) to bind their respective legal entities to financial and legal obligations.
5. Digital Execution: Upload the finalized PDF package to an enterprise-grade digital signature platform (such as DocuSign or Adobe Sign) configured with multi-factor authentication (MFA) and audit trails. Execute in the sequence: Sponsor signatory followed by Institution signatory.
6. Record Retention: Archive the fully executed, cryptographically verified PDF in the corporate contract repository or institutional electronic research administration (eRA) system. Retain the contract and all associated financial ledgers for a minimum of seven (7) years post-termination or expiration for audit and compliance purposes.