Research and Development Agreement (England and Wales)

Research and Development Agreement for use in England and Wales.

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This kit includes tools and guidelines for preparing a research and development agreement. In certain situations, one company may wish to engage another to perform certain research and development tasks. The second company may have particular expertise or equipment that make it better suited to perform the project, while the first company may have certain knowledge or market position that is an important component of such research. Under the terms of the sample agreement included in this kit, that second company is contracted to carry out a particular project, for which it is compensated by the engaging company, and in aid of which the engaging company may make available certain proprietary information to the contractor. At the completion of the project, the product developed by the contractor is assigned to the engaging company in an outright assignment.

Among others, this form includes the following provisions:
  • Services
  • Payment
  • Company Materials
  • Reports
  • Audits
  • Intellectual Property Ownership
  • Term
  • Termination
This lawyer-prepared packet contains:
  1. General Information
  2. Research and Development Agreement for England and Wales
Law Compliance: This form complies with the laws of England and Wales
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.












Research and Development Agreement
(England and Wales)










This Packet Includes:
   1. General Information
   2. Research and Development Agreement






General Information
Research and Development Agreement

This kit includes tools and guidelines for preparing a research and development agreement.

In certain situations, one company may wish to engage another to perform certain research and development tasks.  The second company may have particular expertise or equipment that make it better suited to perform the project, while the first company may have certain knowledge or market position that is an important component of such research.  Under the terms of the sample agreement included in this kit, that second company is contracted to carry out a particular project, for which it is compensated by the engaging company, and in aid of which the engaging company may make available certain proprietary information to the contractor.  At the completion of the project, the product developed by the contractor is assigned to the engaging company in an outright assignment.

Included in this kit is a sample agreement, with blank provisions for use in tailoring the agreement to your specific circumstances.  Simply complete the blank spaces in the form according to the italicised instructions to prepare a draft agreement.  You are advised to have a competent corporate or intellectual property solicitor review the agreement prior to using it.







DISCLAIMER:

FindLegalForms, Inc. (“FLF”) is not a law firm and does not provide legal advice.  The use of these materials is not a substitute for legal advice. Only a solicitor can provide legal advice.  A solicitor should be consulted for all serious legal matters.  No Solicitor-Client relationship is created by use of these materials.  

THESE MATERIALS ARE PROVIDED “AS-IS.  FLF DOES NOT GIVE ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY OR COMPLETENESS FOR ANY OF THE MATERIALS FOR YOUR PARTICULAR NEEDS.  THE MATERIALS ARE USED AT YOUR OWN RISK.  IN NO EVENT WILL:  I) FLF, ITS AGENTS, PARTNERS, OR AFFILIATES; OR II) THE PROVIDERS, AUTHORS OR PUBLISHERS OF ITS MATERIALS, BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATE OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER USED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THESE MATERIALS. 



Research and Development Agreement

THIS AGREEMENT (the “Agreement) is made as of the            day of               , 20      , by and between                   , a     (entity type)                 (“Company”), and                      , a               (entity type)       (“Contractor,” and collectively, the “Parties”).

WHEREAS, Company is in engaged in the business of    (briefly describe Companys business)                     .

WHEREAS Contractor is engaged in the business of    (briefly describe Contractors business)                     .

WHEREAS, Company wishes to engage Contractor to perform research and development services for Company to    (briefly state the nature of the services to be provided)                     .

NOW THEREFORE BE IT RESOLVED, in consideration of the mutual covenants, promises, warranties and other good and valuable consideration set forth herein, the Parties agree as follows:

1.  Services.  

a.   Contractor shall perform research and development services for Company (the “Services”) as follows:    (Describe in detail the research & development services to be provided by Contractor, and the product that is to be the end result of this research)                                                                                                      (the “Product”).

b.   Contractor shall not perform any services similar to the Services for any other person or entity where such services would constitute or contribute to competition with Companys business as it relates to the Product, unless Contractor obtains prior written approval from Company to provide such other services.

c.   Contractor shall perform the Services in compliance with all applicable laws, ordinances, rules and regulations.

2.  Payment.  Company shall pay Contractor for the Services (check those that apply):

[ ]   £       per month, for a period of         months, or until this Agreement expires or is terminated pursuant to the terms of Section 10 below.

[ ]   £       in total, to be paid to Contractor in the following instalments:   (state how much of total amount is to be paid upon execution of this Agreement; upon commencement of Services; upon completion of Services; etc.)                        .

[ ]   (Other)                                                                                                                  .

3.  Company Materials.  Company shall provide the following information, know-how, data, processes, equipment or other materials (the “Company Materials”) for Contractors use in the performance of the Services:         (describe in detail the materials to be provided to Contractor)                                                                            .

4.  Reports.  Contractor shall submit written reports to Company at the end of each    (month/quarter/year)       updating Company of Contractors progress with the Services, including cost estimates, technical progress, project schedules, production methods,       (include any other items that should be included in Contractors periodic reports to Company)                                                                             .  Contractors written reports must be received by Company within 7 days of the end of each    (month/quarter/year)      .

5.  Audits.  Contractor shall keep records of all activities undertaken in the performance of the Services, including cost estimates, production schedules, expense reports,       (include any other items that should be kept in Contractors records)                                       .  Company shall be given reasonable access to audit these records upon request.

6.  Intellectual Property.

a.   Company Materials.  Company shall retain ownership of all right, title and interest in the Company Materials including all copyright, trademark, patent, or other intellectual property rights.  Nothing in this Agreement shall be construed to assign or licence any rights in any Company Materials to Contractor except as set forth in this Agreement.
b.   Contractor Materials.  Contractor shall retain ownership of all right, title and interest in any equipment, processes, data, know-how, or other materials currently belonging to Contractor and that are used in the performance of the Services (the “Contractor Materials), including all copyright, trademark, patent or other intellectual property rights.  Contractor shall not forfeit, assign or otherwise licence any rights in the Contractor Materials to Company or to any other person or entity by virtue of the use of any said materials in the performance of the Services.  Contractor shall also retain all rights, title and interest in any process, discovery, invention, or other item conceived and first reduced to practice in the course of performing the Services (other than the Product).  
c.   Product.  In consideration for the promises and covenants made in this Agreement, and for the payments made to Contractor as set forth in Section 2, Contractor hereby assigns to Company all right, title and interest in the Product, including all copyright, trademark, patent and other intellectual property rights.

7.  Confidentiality.  Any information pertaining to either Partys business to which the other Party is exposed as a result of the relationship contemplated by this Agreement, and which information is not available to the general public, shall be considered to be “Confidential Information.”  Neither Party may disclose any Confidential Information to any person or entity, except as required by law, without the express written consent of the other Party, except that Contractor may disclose Confidential Information to Contractors employees, contractors or other service providers where such disclosure is necessary to the provision of the Services, and where the party to which disclosure is made is bound by an adequate and valid confidentiality agreement, prohibiting that party from disclosing the information to any other person or entity.

8.  Representations and Warranties.

a.   Company represents and warrants as follows:

i.   Company has the legal authority and standing to enter into this Agreement.
ii.   None of the Company Materials infringes upon the rights of any other person or entity.  Company owns all intellectual property rights in the Company Materials, or otherwise has valid licences for the use of such materials, which licences will not be violated by Contractors use of the Company Materials.
iii.   Company is not aware of any dangers or hazards inherent in the performance of the Services.

b.   Contractor represents and warrants as follows:

i.   Contractor has the legal authority and standing to enter into this Agreement.
ii.   Contractor has any and all permits, licences or other authorisations necessary to perform the Services.

9.  Term.  This Agreement shall take effect on the date first written above, and shall continue in full force and effect until the Services are completed and any final payments owing to Contractor by Company are paid in full.

10.  Termination.  This Agreement may be terminated by:

a.   Mutual written consent of both Parties; or

b.   Upon determination by Contractor that completion of the Services and/or development of the Product is impossible.  If the Contractor reaches such a determination, Contractor must notify Company in writing of its determination, at which point Company shall have 30 days (the “30-Day Period”) in which to meet with representatives from Contractor to review Contractors determination of the impossibility of completing the Services, and to attempt to resolve the obstacles or impediments to completion.  Contractor hereby agrees to work in good faith with Company during the 30-Day Period to resolve the impossibility, and to determine a way of proceeding with and completing the Services to Companys satisfaction.

11.  Further Actions.  Company agrees to take any further actions and to execute any other documents necessary to allow Contractor to perform the Services according to the terms of this Agreement.  Contractor agrees to take any further actions and to execute any other documents necessary to perfect Companys ownership in the Product and to the intellectual property rights therein.

12.  Assignment.  Neither Party may assign or transfer their respective rights or obligations under this Agreement without prior written consent from the other Party.  Except that if the assignment or transfer is pursuant to a sale of all or substantially all of a Partys assets, or is pursuant to a sale of a Partys business, then no consent shall be required.  In the event that an assignment or transfer is made pursuant to either a sale of all or substantially all of the Partys assets or pursuant to a sale of the business, then written notice must be given of such transfer within 10 days of such assignment or transfer.

13.  Governing Law.  This Agreement shall be construed in accordance with, and governed in all respects by, the laws of England & Wales, without regard to conflicts of law principles.

12.  Counterparts.   This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.

13.  Severability.   If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.

14.  Notice.   Any notice required or otherwise given pursuant to this Agreement shall be in writing and mailed certified return receipt requested, postage prepaid, or delivered by overnight delivery service, addressed as follows:

   If to Company:      
      
      
      

   If to Contractor:         
         
      
      

15.  Headings.   The headings for section herein are for convenience only and shall not affect the meaning of the provisions of this Agreement.

16.  Entire Agreement.   This Agreement constitutes the entire agreement between Company and Contractor, and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement.


IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year first above written.


COMPANY

                                            
Signature

                  
Print Name

                  
Title

CONTRACTOR

                                                
Signature

                  
Print Name

                  
Title


Number of Pages8
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#33676
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.












Research and Development Agreement
(England and Wales)










This Packet Includes:
   1. General Information
   2. Research and Development Agreement






General Information
Research and Development Agreement

This kit includes tools and guidelines for preparing a research and development agreement.

In certain situations, one company may wish to engage another to perform certain research and development tasks.  The second company may have particular expertise or equipment that make it better suited to perform the project, while the first company may have certain knowledge or market position that is an important component of such research.  Under the terms of the sample agreement included in this kit, that second company is contracted to carry out a particular project, for which it is compensated by the engaging company, and in aid of which the engaging company may make available certain proprietary information to the contractor.  At the completion of the project, the product developed by the contractor is assigned to the engaging company in an outright assignment.

Included in this kit is a sample agreement, with blank provisions for use in tailoring the agreement to your specific circumstances.  Simply complete the blank spaces in the form according to the italicised instructions to prepare a draft agreement.  You are advised to have a competent corporate or intellectual property solicitor review the agreement prior to using it.







DISCLAIMER:

FindLegalForms, Inc. (“FLF”) is not a law firm and does not provide legal advice.  The use of these materials is not a substitute for legal advice. Only a solicitor can provide legal advice.  A solicitor should be consulted for all serious legal matters.  No Solicitor-Client relationship is created by use of these materials.  

THESE MATERIALS ARE PROVIDED “AS-IS.  FLF DOES NOT GIVE ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY OR COMPLETENESS FOR ANY OF THE MATERIALS FOR YOUR PARTICULAR NEEDS.  THE MATERIALS ARE USED AT YOUR OWN RISK.  IN NO EVENT WILL:  I) FLF, ITS AGENTS, PARTNERS, OR AFFILIATES; OR II) THE PROVIDERS, AUTHORS OR PUBLISHERS OF ITS MATERIALS, BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATE OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER USED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THESE MATERIALS. 



Research and Development Agreement

THIS AGREEMENT (the “Agreement) is made as of the            day of               , 20      , by and between                   , a     (entity type)                 (“Company”), and                      , a               (entity type)       (“Contractor,” and collectively, the “Parties”).

WHEREAS, Company is in engaged in the business of    (briefly describe Companys business)                     .

WHEREAS Contractor is engaged in the business of    (briefly describe Contractors business)                     .

WHEREAS, Company wishes to engage Contractor to perform research and development services for Company to    (briefly state the nature of the services to be provided)                     .

NOW THEREFORE BE IT RESOLVED, in consideration of the mutual covenants, promises, warranties and other good and valuable consideration set forth herein, the Parties agree as follows:

1.  Services.  

a.   Contractor shall perform research and development services for Company (the “Services”) as follows:    (Describe in detail the research & development services to be provided by Contractor, and the product that is to be the end result of this research)                                                                                                      (the “Product”).

b.   Contractor shall not perform any services similar to the Services for any other person or entity where such services would constitute or contribute to competition with Companys business as it relates to the Product, unless Contractor obtains prior written approval from Company to provide such other services.

c.   Contractor shall perform the Services in compliance with all applicable laws, ordinances, rules and regulations.

2.  Payment.  Company shall pay Contractor for the Services (check those that apply):

[ ]   £       per month, for a period of         months, or until this Agreement expires or is terminated pursuant to the terms of Section 10 below.

[ ]   £       in total, to be paid to Contractor in the following instalments:   (state how much of total amount is to be paid upon execution of this Agreement; upon commencement of Services; upon completion of Services; etc.)                        .

[ ]   (Other)                                                                                                                  .

3.  Company Materials.  Company shall provide the following information, know-how, data, processes, equipment or other materials (the “Company Materials”) for Contractors use in the performance of the Services:         (describe in detail the materials to be provided to Contractor)                                                                            .

4.  Reports.  Contractor shall submit written reports to Company at the end of each    (month/quarter/year)       updating Company of Contractors progress with the Services, including cost estimates, technical progress, project schedules, production methods,       (include any other items that should be included in Contractors periodic reports to Company)                                                                             .  Contractors written reports must be received by Company within 7 days of the end of each    (month/quarter/year)      .

5.  Audits.  Contractor shall keep records of all activities undertaken in the performance of the Services, including cost estimates, production schedules, expense reports,       (include any other items that should be kept in Contractors records)                                       .  Company shall be given reasonable access to audit these records upon request.

6.  Intellectual Property.

a.   Company Materials.  Company shall retain ownership of all right, title and interest in the Company Materials including all copyright, trademark, patent, or other intellectual property rights.  Nothing in this Agreement shall be construed to assign or licence any rights in any Company Materials to Contractor except as set forth in this Agreement.
b.   Contractor Materials.  Contractor shall retain ownership of all right, title and interest in any equipment, processes, data, know-how, or other materials currently belonging to Contractor and that are used in the performance of the Services (the “Contractor Materials), including all copyright, trademark, patent or other intellectual property rights.  Contractor shall not forfeit, assign or otherwise licence any rights in the Contractor Materials to Company or to any other person or entity by virtue of the use of any said materials in the performance of the Services.  Contractor shall also retain all rights, title and interest in any process, discovery, invention, or other item conceived and first reduced to practice in the course of performing the Services (other than the Product).  
c.   Product.  In consideration for the promises and covenants made in this Agreement, and for the payments made to Contractor as set forth in Section 2, Contractor hereby assigns to Company all right, title and interest in the Product, including all copyright, trademark, patent and other intellectual property rights.

7.  Confidentiality.  Any information pertaining to either Partys business to which the other Party is exposed as a result of the relationship contemplated by this Agreement, and which information is not available to the general public, shall be considered to be “Confidential Information.”  Neither Party may disclose any Confidential Information to any person or entity, except as required by law, without the express written consent of the other Party, except that Contractor may disclose Confidential Information to Contractors employees, contractors or other service providers where such disclosure is necessary to the provision of the Services, and where the party to which disclosure is made is bound by an adequate and valid confidentiality agreement, prohibiting that party from disclosing the information to any other person or entity.

8.  Representations and Warranties.

a.   Company represents and warrants as follows:

i.   Company has the legal authority and standing to enter into this Agreement.
ii.   None of the Company Materials infringes upon the rights of any other person or entity.  Company owns all intellectual property rights in the Company Materials, or otherwise has valid licences for the use of such materials, which licences will not be violated by Contractors use of the Company Materials.
iii.   Company is not aware of any dangers or hazards inherent in the performance of the Services.

b.   Contractor represents and warrants as follows:

i.   Contractor has the legal authority and standing to enter into this Agreement.
ii.   Contractor has any and all permits, licences or other authorisations necessary to perform the Services.

9.  Term.  This Agreement shall take effect on the date first written above, and shall continue in full force and effect until the Services are completed and any final payments owing to Contractor by Company are paid in full.

10.  Termination.  This Agreement may be terminated by:

a.   Mutual written consent of both Parties; or

b.   Upon determination by Contractor that completion of the Services and/or development of the Product is impossible.  If the Contractor reaches such a determination, Contractor must notify Company in writing of its determination, at which point Company shall have 30 days (the “30-Day Period”) in which to meet with representatives from Contractor to review Contractors determination of the impossibility of completing the Services, and to attempt to resolve the obstacles or impediments to completion.  Contractor hereby agrees to work in good faith with Company during the 30-Day Period to resolve the impossibility, and to determine a way of proceeding with and completing the Services to Companys satisfaction.

11.  Further Actions.  Company agrees to take any further actions and to execute any other documents necessary to allow Contractor to perform the Services according to the terms of this Agreement.  Contractor agrees to take any further actions and to execute any other documents necessary to perfect Companys ownership in the Product and to the intellectual property rights therein.

12.  Assignment.  Neither Party may assign or transfer their respective rights or obligations under this Agreement without prior written consent from the other Party.  Except that if the assignment or transfer is pursuant to a sale of all or substantially all of a Partys assets, or is pursuant to a sale of a Partys business, then no consent shall be required.  In the event that an assignment or transfer is made pursuant to either a sale of all or substantially all of the Partys assets or pursuant to a sale of the business, then written notice must be given of such transfer within 10 days of such assignment or transfer.

13.  Governing Law.  This Agreement shall be construed in accordance with, and governed in all respects by, the laws of England & Wales, without regard to conflicts of law principles.

12.  Counterparts.   This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.

13.  Severability.   If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.

14.  Notice.   Any notice required or otherwise given pursuant to this Agreement shall be in writing and mailed certified return receipt requested, postage prepaid, or delivered by overnight delivery service, addressed as follows:

   If to Company:      
      
      
      

   If to Contractor:         
         
      
      

15.  Headings.   The headings for section herein are for convenience only and shall not affect the meaning of the provisions of this Agreement.

16.  Entire Agreement.   This Agreement constitutes the entire agreement between Company and Contractor, and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement.


IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year first above written.


COMPANY

                                            
Signature

                  
Print Name

                  
Title

CONTRACTOR

                                                
Signature

                  
Print Name

                  
Title


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