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RESEARCH AND DEVELOPMENT AGREEMENT

This Research and Development Agreement (the "Agreement") is entered into as of [Effective Date], by and between ACME Corporation, a [State] corporation having its principal place of business at [Address] ("ACME"), and InnovateSphere Technologies Inc., a [State] corporation having its principal place of business at [Address] ("InnovateSphere") (collectively, the "Parties").

1. Research and Development Project

1.1. Scope of Research

The Parties agree to collaborate on a research and development project (the "Project") described in Exhibit A attached hereto. The primary goal of the Project is to research, develop, and commercialize a new [product or technology] (the "Product"). The Parties shall use reasonable efforts to perform the activities set forth in the Project Plan, as detailed in Exhibit A.

2. Project Milestones and Deliverables

2.1. Project Milestones

The Parties agree to achieve the milestones set forth in Exhibit B attached hereto (the "Milestones") according to the timeline specified in the Project Plan. Each Milestone shall be deemed complete upon the written approval of both Parties, which approval shall not be unreasonably withheld or delayed.

2.2. Deliverables

Upon completion of each Milestone, the Parties shall provide to one another all Deliverables as further described in Exhibit B, including but not limited to, documentation, reports, prototypes, models, software code, and any other materials developed in connection with the Project (the "Deliverables"). All Deliverables shall be subject to review and written approval by both Parties.

3. Intellectual Property Ownership

3.1. Background Intellectual Property

Each Party hereby retains all rights, title, and interest in and to its respective background intellectual property, i.e., intellectual property or proprietary rights existing before the Effective Date or developed outside the scope of the Project ("Background IP"). Nothing in this Agreement shall be construed as granting or conferring any right, title, or interest in either Party's Background IP to the other Party, except as expressly provided herein.

3.2. Foreground Intellectual Property

Intellectual property conceived, developed, or created in the performance of the Project and directly arising from the Project (the "Foreground IP") shall be owned as follows:

(a) Foreground IP solely developed by an employee or contractor of ACME shall be owned by ACME;

(b) Foreground IP solely developed by an employee or contractor of InnovateSphere shall be owned by InnovateSphere;

(c) Foreground IP jointly developed by both Parties shall be jointly owned by ACME and InnovateSphere.

3.3. License Grant

Subject to the terms and conditions of this Agreement, each Party hereby grants to the other Party a royalty-free, non-exclusive, non-transferable, worldwide license to use and exploit its Background IP and Foreground IP, solely for the purpose of the Project. Any other use of Background IP or Foreground IP requires the prior written consent of the owning Party.

4. Confidentiality

Each Party agrees to maintain in strict confidence all Confidential Information received from the other Party during the course of the Project, and not to disclose or use such Confidential Information for any purpose other than the performance of the Project, in accordance with the Confidentiality Agreement executed between the Parties on [Date], the terms of which are incorporated herein by reference.

5. Representations and Warranties

Each Party represents and warrants to the other Party that: (a) it has the full right, power, and authority to enter into and perform this Agreement; (b) it is under no legal restriction or contractual obligation that would prevent it from performing its obligations under this Agreement; (c) its Background IP does not infringe upon any third-party intellectual property rights; and (d) it will comply with all applicable laws and regulations in the performance of this Agreement.

6. Limitation of Liability

Except for any indemnification obligations arising under this Agreement or any breach of a Party's confidentiality obligations, neither Party shall be liable to the other Party for any indirect, special, consequential, exemplary, or punitive damages, including loss of profits, arising out of or in connection with this Agreement, regardless of the theory of liability, whether in contract, tort, strict liability, or otherwise, even if such Party has been advised of the possibility of such damages.

7. Term and Termination

7.1. Term

This Agreement shall commence as of the Effective Date and remain in effect for a period of [Length of Agreement] unless terminated earlier pursuant to Section 7.2 or extended by mutual written agreement of the Parties.

7.2. Termination

Either Party may terminate this Agreement: (a) upon written notice if the other Party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after receipt of notice of such breach; or (b) upon not less than sixty (60) days’ written notice without cause.

7.3. Effects of Termination or Expiration

Upon termination or expiration of this Agreement: (a) each Party shall promptly return or destroy, at the disclosing Party's direction, all Confidential Information of the other Party; and (b) any rights or licenses granted under this Agreement shall immediately terminate, except as expressly provided in writing under a separate agreement.

8. General Provisions

8.1. Governing Law and Dispute Resolution

This Agreement shall be governed by and interpreted in accordance with the laws of the United States and the State of [Governing State], without regard to its conflict of laws principles. Any disputes arising out of or in connection with this Agreement shall be resolved by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, with the arbitration proceedings to be held in [Arbitration Location].

8.2. Notices

All notices required or permitted to be given under this Agreement shall be in writing and shall be deemed given when personally delivered, when sent by electronically confirmed fax, or three (3) days after being sent by certified mail, return receipt requested, postage prepaid, to the address of the receiving Party as provided for herein.

8.3. Entire Agreement

This Agreement, together with its Exhibits and any referenced agreements, contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, between the Parties with respect thereto.

IN WITNESS WHEREOF, the Parties have executed this Research and Development Agreement as of the Effective Date.

ACME CORPORATION

By: ________________________
Name: ______________________
Title: _______________________

INNOVATESPHERE TECHNOLOGIES INC.

By: ________________________
Name: ______________________
Title: _______________________