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RESEARCH GRANT AGREEMENT

This Research Grant Agreement (the "Agreement") is entered into on [Insert Date], between Horizon Research Foundation, a [State] non-profit corporation having its principal place of business at [Foundation Address] ("Grantor"), and Quantum Research Institute, a [State] research corporation having its principal place of business at [Institute Address] ("Grantee").

WHEREAS, Grantor desires to promote scientific research, and Grantee undertakes research activities;

NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth herein, the parties agree as follows:

1. Purpose of Grant

1.1. Research Project

The Grantor hereby agrees to provide funding to the Grantee to support a research project entitled "NeuroGenius: Advancing Brain Computer Interfaces for Cognitive Augmentation" (the "Research Project"). The Research Project shall be performed according to the scope, goals, and objectives outlined in the research proposal submitted by the Grantee to the Grantor, dated [Date of Proposal Submission], which is attached hereto as Exhibit A and incorporated by reference herein.

2. Funding

2.1. Grant Funds

The Grantor shall provide the Grantee with the total amount of $[Amount] (the "Grant Funds") to be allocated according to the budget submitted by the Grantee as part of the research proposal attached as Exhibit A. The Grant Funds shall be used exclusively by the Grantee for the performance and development of the Research Project in accordance with the terms and conditions of this Agreement.

2.2. Payment Schedule

Payment of the Grant Funds shall be made by the Grantor in accordance with the payment schedule described in Exhibit B, attached hereto and incorporated by reference herein.

2.3. No-Overhead Policy

No portion of the Grant Funds shall be used to reimburse or otherwise pay for any indirect costs, overhead, or administrative expenses of the Grantee unless specifically approved in writing by the Grantor.

3. Research Project Performance

3.1. Scope of Work

The Grantee shall perform the Research Project in accordance with the scope of work, research goals, and objectives as set forth in the research proposal attached as Exhibit A, subject to any modifications agreed upon in writing by both parties.

3.2. Reporting Requirements

The Grantee shall submit to the Grantor periodic written progress reports, in a form and manner acceptable to the Grantor, and according to the reporting schedule specified in Exhibit C, attached hereto and incorporated by reference herein. The Grantee shall also promptly notify the Grantor of any significant deviations from the original research proposal or any significant problems, delays, or adverse conditions affecting the progress of the Research Project.

3.3. Publications

Subject to Section 4 below, the Grantee shall have the right to publish the results of the Research Project in any form, provided that the Grantor is given appropriate acknowledgment and that copies of any such publications are furnished to the Grantor.

4. Intellectual Property

4.1. Ownership

All inventions, discoveries, improvements, patents, copyrights, trademarks, and other intellectual property rights arising out of or resulting from the Research Project (collectively, "Intellectual Property") shall be owned by the Grantee, subject to any rights granted to the Grantor herein.

4.2. License Grant

The Grantee grants to the Grantor, and the Grantor accepts, a perpetual, non-exclusive, royalty-free, worldwide license to use, reproduce, modify, and distribute any Intellectual Property solely for non-commercial purposes. This license shall survive the termination or expiration of this Agreement.

5. Term and Termination

5.1. Term

This Agreement shall commence on the Effective Date and continue until the completion of the Research Project or until terminated in accordance with the provisions of this Section 5.

5.2. Termination for Convenience

Either party may terminate this Agreement for any reason upon thirty (30) days' prior written notice to the other party.

5.3. Termination for Cause

Either party may terminate this Agreement 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 written notice thereof.

5.4. Effects of Termination

Upon termination or expiration of this Agreement, the Grantee shall return any unspent Grant Funds to the Grantor within sixty (60) days. All obligations of the parties under this Agreement, which by their nature should survive termination or expiration, including without limitation, those related to Intellectual Property and confidentiality, shall so survive.

6. Miscellaneous

6.1. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of [State]. Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in [State].

6.2. Amendments

This Agreement may only be amended or modified in a writing signed by the parties.

6.3. Notices

All notices under this Agreement shall be in writing and shall be either personally delivered, sent by certified mail, return receipt requested, or sent by overnight courier service. Notice shall be effective upon receipt.

6.4. Entire Agreement

This Agreement, including all exhibits attached hereto, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous negotiations, communications, and agreements, whether oral or written, between the parties with respect to such subject matter.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

HORIZON RESEARCH FOUNDATION

By: ____________________________
Name: __________________________
Title: __________________________

QUANTUM RESEARCH INSTITUTE

By: ____________________________
Name: __________________________
Title: __________________________