[COUNTERPARTY]

RESEARCH AGREEMENT

THIS AGREEMENT effective this       day of       by and between       , with offices located at       , ("Sponsor") and the [COUNTERPARTY], a public corporation of the state of (“University”).

WITNESSETH

WHEREAS, the research program contemplated by this Agreement is of mutual interest and benefit to University and to Sponsor, will further the instructional and research objectives of University in a manner consistent with its status as a non-profit, tax-exempt, educational institution, and may derive benefits for both Sponsor and University through inventions, improvements and/or discoveries;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereto agree to the following:

Article 1 - Definitions

As used herein, the following terms shall have the following meanings:

1.1 "Project" shall mean the description of the project as described in Appendix A hereof, under the direction of      , as principal investigator (“University Project Director”).

1.2 "Contract Period" is the effective date as written above through      .

1.3 "University Intellectual Property" shall mean individually and collectively all inventions, improvements and/or discoveries which are conceived and/or made by one or more employees of University in performance of Project.

“[COUNTERPARTY]” shall mean the [PROGRAM] at the .

“[COUNTERPARTY] Program Director” University representative responsible for managing the [COUNTERPARTY].

Article 2 - Research Work