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RESEARCH COLLABORATION AGREEMENT

This Research Collaboration Agreement (the "Agreement") is entered into as of ________________ (the "Effective Date"), by and between Discovery Sciences Institute, a non-profit organization having a principal place of business at __________________________________ ("DSI"), and InnoTech Research Foundation, a non-profit organization having a principal place of business at __________________________________ ("ITRF"). DSI and ITRF may be referred to collectively as the "Parties" and individually as a "Party."

1. PURPOSE AND RESEARCH GOALS

1.1. Purpose

The purpose of this Agreement is to establish a collaborative research relationship between the Parties to develop advanced nanomaterials for renewable energy applications (the "Research Project").

1.2. Research Goals

The primary research goals of the Research Project are as follows:

1. Develop and synthesize new nanomaterials for renewable energy applications;


2. Conduct experimental studies and computational simulations to understand the properties and behavior of the developed nanomaterials;


3. Identify potential applications and improvements in renewable energy technologies;


4. Publish research findings in peer-reviewed scientific journals and present at relevant conferences;


5. Seek opportunities for further collaboration, research funding, or commercialization of the resulting intellectual property.

2. FUNDING AND RESOURCES COMMITMENT

2.1. Funding Commitment

DSI agrees to commit a total of $______________ to the Research Project over the course of __________________ ("Funding Period"), subject to annual review, adjustment, and approval by both Parties. ITRF agrees to provide in-kind resources of an equal or greater value, which may include but is not limited to equipment, facilities access, or personnel support for the Research Project.

2.2. Resources Management

Each Party shall be responsible for managing its respective resources and shall bear all of its own costs and expenses incurred in the performance of its obligations under this Agreement.

3. SCOPE OF COLLABORATION

3.1. Collaboration Plan

The Parties agree to develop a joint Collaboration Plan, which shall outline the specific roles, contributions, and responsibilities of each Party to the Research Project. The Collaboration Plan may be amended by mutual agreement of the Parties, in writing, during the term of this Agreement.

3.2. Joint Research Teams

Each Party shall appoint representatives to a Joint Research Team ("JRT"), which shall be responsible for coordinating the research activities of the Parties, monitoring progress, and ensuring the timely achievement of the Research Goals. The JRT shall meet at least semi-annually to review the progress of the Research Project and propose any necessary adjustments or amendments to the Collaboration Plan.

4. INTELLECTUAL PROPERTY

4.1. Ownership

Subject to applicable United States laws, any and all patents, copyrights, trade secrets, and other intellectual property rights resulting from the Research Project ("Intellectual Property") shall be jointly owned by DSI and ITRF. Each Party shall have an undivided, equal interest in the Intellectual Property.

4.2. Licensing

Each Party shall have the right to grant non-exclusive licenses to third parties for the use of the jointly owned Intellectual Property, provided that any licensing revenues received by a Party shall be shared equally between the Parties after deduction of any direct expenses related to the licensing process.

4.3. Patent Filing and Costs

The Parties shall jointly decide on the filing of any patent applications related to the Intellectual Property. Any costs associated with filing, prosecution, and maintenance of such patent applications and patents shall be borne equally by the Parties.

5. CONFIDENTIALITY

Each Party agrees to maintain in strict confidence and not to disclose to any third party any non-public information provided by the other Party in connection with this Agreement, except as required by law or as otherwise agreed to in writing by the Parties.

6. TERM AND TERMINATION

6.1. Term

This Agreement shall remain in effect for an initial term of __________________ from the Effective Date, unless terminated earlier by mutual written agreement of the Parties or as provided in Section 6.2.

6.2. Termination

Either Party may terminate this Agreement upon written notice if the other Party (a) materially breaches any term or condition of this Agreement and fails to cure such breach within thirty (30) days of receipt of written notice thereof or (b) becomes insolvent, files for bankruptcy, or has bankruptcy proceedings initiated against it.

7. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the United States. Any disputes arising under or in connection with this Agreement shall be resolved through good faith negotiations between the Parties. If the Parties are unable to resolve a dispute within thirty (30) days, either Party may seek appropriate legal remedies in a court of competent jurisdiction.

8. MISCELLANEOUS

8.1. Notices

All notices, requests, consents, and other communications under this Agreement must be in writing and shall be deemed to have been properly given (a) when delivered personally, (b) three (3) days after mailing by certified or registered mail, or (c) when sent by email, provided that a copy is also sent by certified or registered mail on the same day. Notices shall be addressed to the Parties as follows, or at such other address as may be provided in writing by either Party:

For DSI:

[Name, Title]

[Address]

[Email]

For ITRF:

[Name, Title]

[Address]

[Email]

8.2. Entire Agreement

This Agreement, together with any attachments or annexes hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and representations, whether written or oral, between the Parties related thereto.

8.3. Amendments

This Agreement may be amended or modified only by a written instrument executed by both Parties.

8.4. Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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

DISCOVERY SCIENCES INSTITUTE

By: _______________________________

Name: ____________________________

Title: ___________________________

INNOTECH RESEARCH FOUNDATION

By: _______________________________

Name: ____________________________

Title: ___________________________