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RESEARCH AGREEMENT

This Research Agreement (“Agreement”) is entered into as of the effective date ______ (the "Effective Date") by and between Quantum Research Institute ("QRI"), a corporation organized under the laws of the United States of America, and Discovery Sciences Foundation (“DSF”), a foundation organized under the laws of the United States of America (collectively, the “Parties”).

1. PURPOSE AND OBJECTIVES

1.1. Purpose

The purpose of this Agreement is to establish the terms and conditions under which QRI and DSF will collaborate on research activities (the "Research") intended to advance the Parties' respective goals, as well as mutually agreed-upon research projects, by engaging in joint efforts to secure funding, share resources, and exchange ideas and personnel.

1.2. Objectives

The specific objectives of the Research, including any particular research projects, will be determined vide written mutual agreement of the Parties and will be documented in a separate Addendum to this Agreement ("Research Plan"). The Research Plan will detail the objectives, scope of work, roles and responsibilities, budget, and timelines for the Research.

2. RESPONSIBILITIES

2.1. Good Faith Cooperation

Each Party shall perform its respective responsibilities under this Agreement and any agreed Research Plan in good faith and with reasonable skill, care, and professionalism customary to the industry.

2.2. Communication and Coordination

The Parties shall establish and maintain effective communication and coordination in the execution of the Research, including the appointment and active participation of authorized representatives ("Key Personnel") with decision-making authority and the provision of accurate, complete, and timely information as required to advance the Research.

3. FUNDING

3.1. Budget

Each Research Plan will include a detailed budget specifying the financial responsibilities of each Party and the funding arrangements necessary to carry out the Research. The Parties agree to use their reasonable efforts to jointly identify and seek funding opportunities for the Research.

3.2. Financial Management

Each Party shall be responsible for the financial administration of the funds allocated to it under this Agreement, including maintaining accurate records of its costs and expenditures for the Research and providing reports, receipts, or other documentation as may be required by the other Party or the funding source(s).

4. INTELLECTUAL PROPERTY

4.1. Ownership

All intellectual property created, developed, or otherwise arising from the Research, including but not limited to inventions, discoveries, know-how, works of authorship, data, trade secrets, and software (collectively, the "Intellectual Property"), shall be jointly owned by QRI and DSF, unless otherwise agreed in writing by the Parties. Each Party shall have the right to use, exploit, reproduce, and sublicense the Intellectual Property for research, educational, and commercial purposes without obtaining the consent of, or accounting to, the other Party.

4.2. Patents

If the Parties agree to pursue patent protection for any Intellectual Property, the Parties shall arrange for the preparation, filing, prosecution, and maintenance of any such patent applications at their joint expense. The Parties shall work together in good faith to agree on the strategy for obtaining and enforcing any patents arising from the Research and shall consult each other regularly on the course of action to be followed.

5. CONFIDENTIALITY

Both Parties shall maintain the confidentiality of all confidential or proprietary information exchanged or otherwise accessible during the course of the Research ("Confidential Information"), and shall use such information solely for the performance of their respective obligations under this Agreement. Each Party shall take reasonable steps to prevent the unauthorized use or disclosure of the other Party's Confidential Information and shall protect such information with the same degree of care as it uses for its own confidential information.

6. PUBLICATION

Each Party shall have the right to publish or otherwise disclose the results of the Research in accordance with customary academic and professional practices, subject to a prior written review and approval of the other Party to ensure that such publication or disclosure does not contain any Confidential Information or adversely affect any Intellectual Property rights. Any disputes related to publication or disclosure shall be resolved by good faith consultation between the Parties.

7. TERM AND TERMINATION

7.1. Term

This Agreement shall commence on the Effective Date and continue until the completion or termination of the Research, unless earlier terminated in accordance with this Section.

7.2. Termination for Convenience

Either Party may terminate this Agreement for any reason upon 60 days' prior written notice to the other Party. In the event of termination, the Parties shall mutually agree upon the disposition of any ongoing Research, including the completion of any pending deliverables, the apportionment of any expenses or liabilities, and the allocation of rights to any Intellectual Property.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the United States of America, without regard to conflicts of law principles.

9. MISCELLANEOUS

9.1. Entire Agreement

This Agreement, including any attachments hereto or Research Plans executed hereunder, constitutes the entire understanding and agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous negotiations, representations, and agreements between the Parties, whether written or oral. This Agreement may be modified or amended only by written agreement signed by both Parties.

9.2. Assignment

No Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed.

IN WITNESS WHEREOF, the Parties have executed this Agreement by their duly authorized representatives as of the Effective Date.

QUANTUM RESEARCH INSTITUTE: DISCOVERY SCIENCES FOUNDATION:

By: ___________________________ By: ___________________________
Name: _________________________ Name: _________________________
Title: ________________________ Title: ________________________
Date: _________________________ Date: _________________________