RESEARCH AGREEMENT。

合同对我们来说，实在是太重要了，我们不能没有它，我们在签合同范本的时候，尽量清楚其中的要点。对你们谈好的合同进行一个详细的签订，这样就让我们未来的工作就会做得更好！那么，我相信您一定在找关于合同范本的内容吧？急您所急，小编为朋友们了收集和编辑了“RESEARCH AGREEMENT”，但愿对您的学习工作带来帮助。

the research foundation of state university of new york　and sponsor　r.f. account #____________________

made by and between the research foundation of state university of new york, a nonprofit, educational corporation organized and existing under the laws of the state of new york, with its principal offices located at 35 state street, albany, new york 12207 (mailing address: post office box 9, albany, new york 12201 0009), hereinafter referred to as the “foundation,” acting on behalf of the state university of new york at ______________, hereinafter referred to as “university,” and ________________, a corporation organized and existing under the laws of the state of __________________ , with its principal office located at _______________________, hereinafter referred to as “sponsor.”

witnesseth:

whereas, sponsor and foundation have a mutual interest in promoting research related to _______________, hereinafter referred to as the “field;” and

whereas, ________________________________ of the state university of new york at _______________?has developed expertise relating to the field; and

whereas, sponsor has approved funding to support a research project entitled “___________________________________,” hereinafter referred to as the “project” which will be carried out by _________________________;

now, therefore in consideration of the premises and the mutual covenants hereinafter contained, the parties agree as follows:

1.scope of work

the foundation agrees to use its best efforts to conduct and carry out the project described in the scope of work, exhibit a, which is attached to and made an integral part of this research agreement.

2.reports

during the term of this research agreement, foundation shall provide written reports to sponsor as specified in exhibit a.

3.compensation

[fixed price]

a) in consideration of research services to be performed pursuant to this research agreement, sponsor shall make fixed payments in the total amount of fee dollars.?this amount shall be paid to foundation upon submission of invoices according to the following schedule:

__________ on execution of this research agreement

__________

b)?an interest penalty of 1.5% per month will be added to the total invoice amount of payment if not received within forty-five (45) days of the invoice date.

[cost reimbursable]

a)?in full and complete consideration of foundation’s performance under this agreement, the sponsor shall reimburse foundation for allowable costs incurred in accordance with the terms of this agreement, up to ______________________ dollars, which shall be spent in accordance with the budget set forth in exhibit a, attached hereto.?reimbursement shall be made to foundation upon submission of invoices to sponsor as provided below. foundation will submit [monthly; quarterly]an invoice or voucher of costs incurred by the foundation in the performance of this agreement and claimed to constitute allowable costs.?promptly after receipt of each invoice or voucher, sponsor shall make payment thereon.

延展阅读

Joint Venture Agreement

本协议于年________月________日签订。

签约第一方：_______公司，该公司系中国公司，在中国_______注册（以下简称“甲方”）；

签约第二方：_______公司，系美国公司，在美国_____________注册（以下简称“乙方”）。

this agreement made this_______day of________ , ________by _________ corporation (hereinafter called “party a”), a chinese corporation having its registered office at______, china, and _______company (hereinafter called “party b”), an american company having its registered office at_______, usa.

兹证明

witnesses

甲方在中国生产和销售_________产品；

乙方生产和销售_________产品（以下称“许可产品”），拥有许可产品的美国专利（以下称“专利”）和_________号注册商标；

whereas party a is engaged in manufacturing and selling _________in china； and

whereas party b is engaged in manufacturing and selling_________(hereinafter called “licensed product”) and has american patent rights to licensed product (hereinafter called “patents”)and registered trademark no.____(hereinafter called “trademark”)； and

甲乙双方认为按照中华人民共和国的法律成立共同所有的公司（以下称“合营公司”），在_________地从事生产.销售和开发许可产品，对双方都是有利的；

whereas the parties consider it mutually advantageous to organize a jointly owned corporation (hereinafter called “joint venture”) under the laws of the people's republic of china to engage in the manufacture, sale and development of licensed product in______.

为此，鉴于本协议所述的前提与约定，特此立约如下：

now therefore, in consideration of the premises and convenance described hereinafter party a and party b agree as follows:

第一条 定义

article 1 definitions

在本协议中，除非文中另有明确规定，下列短语具有以下意思：

1.“合营企业”，系指根据本协议建立的公司。

2.“许可产品”，系指________。

3.“专利”，系指____________。

4.“商标”，系指____________。

in this agreement, the following terms have the following meanings unless the context clearly dictates otherwise.

1.“joint venture” means the corporation to be organized pursuant to the provisions of article 2 hereto.

2.“licensed product” means_____.

3.“patents” means______.

4.“trademark” means______.

第二条 建立合营企业

article 2 formation of joint venture

1.甲方和乙方按照中华人民共和国的法律建立合营企业。

2.合营企业称为________，地址为________。

3.合营企业的一切活动，必须遵守中华人民共和国的法律.法令和有关条例规定。

4.合营企业的组织形式为有限责任公司。甲乙双方以各自认缴的出资额对合营公司的债务承担责任。各方按其出资额在注册资本中的比例分享利润和分担风险及亏损。

Map Server License Agreement

between aaa corporation and bbb, inc

this amended and restated agreement (this 'agreement') is entered into as of _________,_________,_________(m,d,y) (the 'effective date') by and between aaa corporation, a corporation organized under the laws of the state of _________(placename) ('aaa'), and bbb, inc., a corporation organized under the laws of the state of _________(placename)('bbb'), with reference to the following facts:

a. on or about _________,_________,_________(m,d,y), aaa caused the formation of bbb and transferred certain aaa assets to bbb in return for certain stock in bbb.

b. to assist bbb in its daytoday operations as a new corporate entity, aaa and bbb entered into a map server license agreement dated as of _________,_________,_________(m,d,y) (the 'map server agreement'), pursuant to which aaa provided certain local street maps and driving directions and other mapping services to bbb, and bbb engaged aaa to provide such services.

c. the parties now desire to amend and supercede the map server license agreement in its entirety by entering into this amended and restated map server license agreement pursuant to the terms and conditions set forth herein.

therefore, the parties hereby agree as follows:

aaa confidential

1. definitions

1.1 'affiliates' shall mean any entity in which, as of the effective date, bbb, directly or indirectly, or through one or more intermediaries, holds the beneficial ownership of more than fifty percent (50%) of the equity securities or interests, and only so long as such ownership continues.

1.2 'data' shall mean all thirdparty data licensed by aaa and used in maps and in the separate data dump, as of the effective date.

1.3 'data dump' shall mean the set of data including but not limited to points of interest, city, and region, generally containing unique identifiers such as the related geographic location, name, type, and language, and used in bbb's cataloging system to enable users to search by point of interest when performing a search on bbb.

1.4 'bbb icon' shall mean any graphics or text, including, without limitation, persistent hyperlinks in the form of an bbb logo or other representational icon created by bbb for an bbb travel service or product.

1.5 'bbb data feed' shall mean the data supplied by bbb to aaa which contains the geographic location for any travel service offered by bbb, and the location where the bbb icon or other representational icon, which includes an underlying url to the bbb web site, should be placed on the mappoint.net maps used by bbb.

CO-SALE AGREEMENT

this co-sale agreement (this 'agreement') is made and entered into as of _________,_________,_________(m/d/y) by and between aaa usa, inc., a _________(placename) corporation (the 'company'), (ii) bbb, inc. ('bbb') and (iii) ccc(sb) ('ccc(sb)').

a. concurrently herewith, bbb and the company are entering into that certain agreement, dated as of the date hereof (the 'principal agreement;' capitalized terms used herein and not otherwise defined shall have the meanings defined in the principal agreement), pursuant to which, among other things, bbb will acquire shares of common stock and warrants in consideration of the license by bbb of the bbb logos and the bbb content and provision by bbb of certain broadcast advertising and promotion.

b. to induce bbb to enter into the principal agreement, ccc(sb) has agreed to enter into this agreement and offer bbb the opportunity to participate in certain sales of his shares of common stock of the company.

now therefore, in consideration of the above recitals and the mutual covenants made herein, the parties hereby agree as follows:

1. right of co-sale.

1.1 notice of sales. in the event ccc(sb) proposes to accept one or more bona fide offers (collectively, the 'purchase offer') from any persons to purchase from him shares of the common stock of the company, he promptly shall give written notice (the 'notice') to bbb describing fully the purchase offer, including the number of shares of common stock proposed to be transferred (the 'shares'), the proposed bona fide transfer price and the name and address of the proposed transferee. the notice may be included as a part of any notice required to be given by ccc(sb) under article eight, section 1 of the company's bylaws.

1.2 participation right. to the extent that the company and other stockholders of the company have not exercised their respective rights of first refusal to purchase the shares in accordance with article eight of the company's bylaws, bbb shall have the right (the 'participation right') to participate in ccc(sb)'s sale of the shares under the terms and conditions specified in the purchase offer. to the extent bbb exercises its participation rights, the number of shares which ccc(sb) may sell pursuant to the purchase offer shall be correspondingly reduced. the participation right of bbb is subject to the following terms and conditions:

(a) number of shares. bbb may sell its pro rata share of the shares covered by the purchase offer. bbb's 'pro rata share' for purposes of this agreement is that number of shares of common stock equal to the product obtained by multiplying (i) the aggregate number of shares covered by the purchase offer, times (ii) a fraction, the numerator of which is the sum of the number of shares of common stock at the time owned by bbb and thedenominator of which is the aggregate number of shares of common stock at the time outstanding, assuming conversion of all outstanding preferred stock of the company and the exercise of all options and warrants then outstanding.

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