RESEARCH AGREEMENT

　　b)?an interest penalty of 1.5% per month will be added to the total invoice amount of payment if not received within forty-five (45) days of the invoice date.

　　4.term

　　this agreement shall be effective on ____________________ and shall continue through ____________________ unless terminated sooner or extended as hereinafter provided.

　　5.termination

　　either sponsor or foundation may terminate this research agreement at any time by giving thirty (30) days written notice of termination to the other contracting party. in the event of termination, sponsor shall reimburse foundation for contractual commitments and financial obligations incurred by foundation in performance of this research agreement prior to such termination, if such financial obligations or contractual commitments cannot be canceled by the foundation.

　　it is understood and agreed, however, in the event that foundation has evidence that sponsor is in default upon any of its obligations hereunder, foundation shall be entitled to either suspend the contract until an acceptable remedy is established, or to terminate the agreement.?such termination shall be effective immediately upon receipt of official written notification from foundation.?foundation shall also be entitled to pursue any rights or remedies which foundation may have against sponsor by reason of such default, and foundation may withhold any payments to sponsor for the purpose of set off until such time as the exact amount of damages may be determined.

　　6.change in project director

　　if for any reason the foundation project director is unable to fulfill the responsibilities required to carry out this research agreement, the parties shall negotiate in good faith the continuance of this research project.?however, if another principal investigator satisfactory to sponsor cannot be agreed upon, sponsor may terminate this research agreement.?in the event of termination by sponsor, foundation shall be reimbursed for all costs it incurs in connection with this research agreement which arise from commitments made by foundation prior to receipt of notice of termination, provided the commitments cannot be terminated by the foundation.

　　7.proprietary information

　　it is understood that in the course of carrying out this research agreement, sponsor and foundation may wish to share proprietary information. the parties agree to use their best efforts to prevent disclosure of information which is clearly marked as proprietary to anyone other than those individuals who have a need to know this information for purposes of carrying out their obligations in connection with this research agreement.