A Research Agreement is an agreement between a company and a research
organization whereby the company engages the organization to conduct research on
healthcare matters. This agreement contains the same provisions of a contract such as
payments, reimbursements, scope of work, and milestones. It is typical that the
resulting intellectual property will be owned by the company. However, researchers
must always retain the right to publish their findings within a reasonable time frame.
This sample agreement contains both standard clauses as well as opportunities for
customization to ensure that the understandings of the parties are properly set forth.
THIS RESEARCH AGREEMENT (hereinafter the “Agreement”) is made as of __________ day
of __________, _____ (hereinafter “Commencement Date”) , by and between
________________________ [COMPANY NAME] having a place of business at
_______________ [COMPANY ADDRESS] (hereinafter “COMPANY”), and
________________________ [RESEARCHER’S NAME] having a place of business at
_______________ [RESEARCHER’S ADDRESS] (hereinafter “RESEARCHER”).
WHEREAS, COMPANY desires that RESEARCHER perform certain research and
development work hereinafter defined and is willing to provide materials to support such work;
WHEREAS, RESEARCHER desires to obtain the results of such research as well as
certain rights to COMPANY’S intellectual property;
WHEREAS the RESEARCHER and the COMPANY wish to enter into this Agreement
to have the RESEARCHER perform the research outlined in Schedule “A” (hereinafter the
“Research Program”) in accordance with the terms of this Agreement.
NOW THEREFORE in consideration of the mutual covenants of the parties set forth in this
Agreement and other good and valuable consideration, the RESEARCHER and the COMPANY
agree as follows:
1. RESEARCH PROGRAM
1.1 Definition. “Research Program” shall mean the research program outlined in the Statement of
Work attached as Appendix A hereto (hereinafter the “Statement”) which may be amended from
time to time upon mutual consultation. Any such amendment shall not be effective unless agreed
in writing by the signatories of the Agreement or their authorized representatives.
1.2 Research Efforts. RESEARCHER and COMPANY shall use reasonable best efforts, at their
own expense, to conduct the Research Program in accordance with the Statement, consistent
with the goals stated therein. COMPANY acknowledges that RESEARCHER expressly makes
no warranties or representation with respect to its ability to accomplish the Research.
2. RESEARCH RESULTS - REPORTING; MEETINGS
2.1 At least once every quarter, or reasonably practicable upon short notice, RESEARCHER
shall meet with representative(s) of COMPANY to discuss the activities and the data, results, and
conclusions generated by the work performed hereunder (hereinafter “Research Results”). The
reports of the Report Results shall be sent to Company in the manner set forth in Appendix B.
2.2 The reports and the Research Results provided by RESEARCHER shall be deemed to be
confidential to and shall be the sole property of the RESEARCHER. COMPANY shall take such
measures to protect the reports and the Research Results as it uses to protect its own proprietary
3. MATERIALS TRANSFER.
3.1 Material Supply. COMPANY shall use reasonable best efforts to provide RESEARCHER, at
its laboratory or research center situated at __________________ [CITY & STATE], with
sufficient amounts of _______________ [DESCRIBE MATERIALS NEEDED](hereinafter
“Materials”) as set forth in Appendix A and know-how related thereto as are reasonably
necessary for RESEARCHER to conduct the Research Program. Materials will be sent to
3.2 Limited License. Company hereby grants to RESEARCHER a non-exclusive and non-
transferable right to use the Material solely for the purposes set forth in the Statement. Such
license shall terminate upon completion of the Research Program. RESEARCHER
acknowledges that, unless expressly set forth herein, nothing in the Agreement grants any rights
under any other patents or other intellectual property rights of Company. . Company shall be free
to distribute the Material to others and to use it for its own purposes, provided that such
distribution and use is not inconsistent with the Agreement.
3.3 Use and Transfer Restrictions. RESEARCHER warrants that RESEARCHER shall use the
Materials only for the purposes set forth in the Agreement.
_____________________________________ [BRIEFLY MENTION HOW MATERIALS
MAY BE USED ON PARTICULAR SUBJECTS AND NOT ON OTHERS]. RESEARCHER
hereby agrees that RESEARCHER shall not, without Company’s prior written consent, distribute
or transfer such Material to any third party. RESEARCHER shall comply with all federal, state,
and local laws and regulations applicable to the use, storage, handling, disposal, and transfer of
the Material and assumes sole respons