RESEARCH AGREEMENTRESEARCH AGREEMENT The research foundation of state university of NEW YORKand SPONSORR.F. Account #_ Made by and between the research foundation of state university OF NEW YORK, a nonprofit, educational corporation organized and existing under the laws of the State of New York, with its principal offices located at 35 State Street, Albany, New York 12207 (mailing address: Post Office Box 9, Albany, New York 12201 0009), hereinafter referred to as the “FOUNDATION,” acting on behalf of the State University of New York at _, hereinafter referred to as “UNIVERSITY,” and _, a corporation organized and existing under the laws of the State of _ , with its principal office located at _, hereinafter referred to as “SPONSOR.”WITNESSETH:WHEREAS, SPONSOR and FOUNDATION have a mutual interest in promoting research related to _, hereinafter referred to as the “FIELD;” andWHEREAS, _ of the State University of New York at _has developed expertise relating to the FIELD; andWHEREAS, SPONSOR has approved funding to support a research project entitled “_,” hereinafter referred to as the “PROJECT” which will be carried out by _;NOW, THEREFORE in consideration of the premises and the mutual covenants hereinafter contained, the parties agree as follows:1.Scope of WorkThe FOUNDATION agrees to use its best efforts to conduct and carry out the PROJECT described in the SCOPE OF WORK, Exhibit A, which is attached to and made an integral part of this Research Agreement.2.ReportsDuring the term of this Research Agreement, FOUNDATION shall provide written reports to SPONSOR as specified in Exhibit A.3.CompensationFixed Pricea) In consideration of research services to be performed pursuant to this Research Agreement, SPONSOR shall make fixed payments in the total amount of FEE DOLLARS.This amount shall be paid to FOUNDATION upon submission of invoices according to the following schedule:_ on execution of this 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.Cost Reimbursablea)In full and complete consideration of FOUNDATIONS performance under this agreement, the SPONSOR shall reimburse FOUNDATION for allowable costs incurred in accordance with the terms of this agreement, up to _ Dollars, which shall be spent in accordance with the Budget set forth in Exhibit A, attached hereto.Reimbursement shall be made to FOUNDATION upon submission of invoices to SPONSOR as provided below. FOUNDATION will submit monthly; quarterlyan invoice or voucher of costs incurred by the FOUNDATION in the performance of this agreement and claimed to constitute allowable costs.Promptly after receipt of each invoice or voucher, SPONSOR shall make payment thereon.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.TermThis agreement shall be effective on _ and shall continue through _ unless terminated sooner or extended as hereinafter provided.5.TerminationEither 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 DirectorIf 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