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Research Service Agreement
"I need a Research Service Agreement for engaging a Malaysian laboratory to conduct clinical trial analysis services for our pharmaceutical company, with the project starting March 2025 and including strict data protection and confidentiality provisions."
1. Parties: Identifies and defines the research service provider and the client, including their registered addresses and company details
2. Background: Contextualizes the agreement, describing the client's need for research services and the provider's expertise
3. Definitions: Defines key terms used throughout the agreement including 'Research Services', 'Deliverables', 'Intellectual Property', etc.
4. Scope of Services: Detailed description of the research services to be provided, including methodologies and objectives
5. Term and Timeline: Duration of the agreement and key milestone dates for the research project
6. Payment Terms: Fees, payment schedule, expenses, and any conditions for payment
7. Intellectual Property Rights: Ownership and rights to research outputs, background IP, and newly created IP
8. Confidentiality: Obligations regarding confidential information, including research data and findings
9. Data Protection and Privacy: Compliance with PDPA 2010 and data handling requirements
10. Warranties and Representations: Provider's warranties regarding service quality and client's warranties regarding provided materials
11. Limitation of Liability: Limits on liability and indemnification provisions
12. Termination: Conditions for termination and consequences of early termination
13. General Provisions: Standard clauses including notices, amendments, governing law, etc.
1. Ethics and Compliance: Include when research involves human subjects or sensitive data, detailing compliance with ethical guidelines
2. Publication Rights: Include when either party may wish to publish research results, establishing review and approval processes
3. Equipment and Facilities: Include when specific research equipment or facilities are provided by either party
4. Insurance: Include when research involves high-risk activities requiring specific insurance coverage
5. Third-Party Rights: Include when research may involve or affect third-party intellectual property or participation
6. Export Control: Include when research involves international collaboration or transfer of sensitive technology
7. Background IP License: Include when either party's existing IP is necessary for the research
8. Force Majeure: Include when research timeline might be affected by external events beyond parties' control
1. Schedule 1 - Research Project Plan: Detailed description of research methodology, objectives, and deliverables
2. Schedule 2 - Fee Schedule: Breakdown of fees, payment milestones, and eligible expenses
3. Schedule 3 - Timeline and Milestones: Detailed project timeline with specific deliverable dates
4. Schedule 4 - Key Personnel: List of key researchers and their roles in the project
5. Schedule 5 - Background IP: List of relevant background IP brought by each party
6. Appendix A - Data Protection Protocol: Specific procedures for handling and protecting research data
7. Appendix B - Reporting Requirements: Format and frequency of research progress reports
8. Appendix C - Quality Standards: Specific quality standards and methodologies to be followed
Authors
Background Intellectual Property
Business Day
Commencement Date
Confidential Information
Data
Deliverables
Foreground Intellectual Property
Intellectual Property Rights
Key Personnel
Materials
Methodology
Personal Data
Project
Project Plan
Research Results
Research Services
Service Fee
Service Provider
Client
Term
Third Party
Timeline
Working Hours
Quality Standards
Research Facility
Research Equipment
Documentation
Progress Report
Final Report
Milestone
Completion Date
Research Protocol
Test Results
Raw Data
Analyzed Data
Research Team
Principal Investigator
Background Technology
Technical Information
Improvements
Scope of Services
Term and Duration
Service Provider Obligations
Client Obligations
Payment Terms
Intellectual Property Rights
Confidentiality
Data Protection
Research Standards
Quality Assurance
Personnel
Warranties
Limitation of Liability
Indemnification
Force Majeure
Termination
Assignment
Subcontracting
Dispute Resolution
Governing Law
Amendment
Notices
Ethics and Compliance
Record Keeping
Insurance
Project Management
Research Materials
Publication Rights
Background IP License
Reporting Requirements
Access Rights
Equipment Usage
Health and Safety
Export Control
Healthcare and Life Sciences
Technology
Manufacturing
Education
Environmental Sciences
Agriculture
Pharmaceuticals
Engineering
Energy
Biotechnology
Chemical Industry
Consumer Goods
Financial Services
Defense
Telecommunications
Legal
Research and Development
Procurement
Compliance
Intellectual Property
Business Development
Operations
Scientific Affairs
Contract Management
Project Management
Risk Management
Research Director
Legal Counsel
Chief Scientific Officer
Project Manager
Research Manager
Compliance Officer
Intellectual Property Manager
Contract Manager
Chief Technology Officer
Head of R&D
Business Development Manager
Laboratory Director
Principal Investigator
Research Coordinator
Legal Manager
Chief Executive Officer
Chief Operating Officer
Procurement Manager
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