Agreement【实用3篇】

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Agreement 篇一

The research foundation of state university of NEW YORK　and SPONSOR　R.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;” and

WHEREAS, ________________________________ of the State University of New York at _______________has developed expertise relating to the FIELD; and

WHEREAS, 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 Work

The 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.Reports

During the term of this Research Agreement, FOUNDATION shall provide written reports to SPONSOR as specified in Exhibit A.

3.Compensation

[Fixed Price]

a) 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 Reimbursable]

a)In full and complete consideration of FOUNDATION’S 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; quarterly]an 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.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.

8.Publications

The FOUNDATION PROJECT DIRECTOR and/or FOUNDATION’S project staff shall have the right to publish the results of any research conducted under this Research Agreement.

9.Inventions and Licenses

a)FOUNDATION shall hold title to all inventions (including know how) which are discovered during the conduct of work under this Research Agreement utilizing FOUNDATION or State University of New York facilities.Said inventions are hereinafter referred to as “FOUNDATION inventions.”

b)No license or other rights in FOUNDATION inventions are given to or received by SPONSOR except as specifically provided for herein.

c)FOUNDATION hereby grants to SPONSOR a ___ day option to acquire an exclusive license to FOUNDATION inventions. The ___ day period of the option shall commence on the date of disclosure of FOUNDATION inventions to SPONSOR by FOUNDATION.Should SPONSOR exercise its option under this paragraph, the parties shall negotiate a mutually acceptable license agreement.

d)SPONSOR agrees to reimburse FOUNDATION for all direct costs of patenting new technology developed under this Research Agreement if SPONSOR acquires rights in said technology.

e)If both SPONSOR facilities and FOUNDATION and/or State University of New York facilities are used in carrying out work which leads to an invention under this Research Agreement, the SPONSOR and FOUNDATION shall hold joint title to said invention.SPONSOR shall be entitled to exercise the option and licensing rights set forth above with respect to FOUNDATION’S interest in said joint inventions.

f)Inventions made using SPONSOR facilities exclusively shall belong to SPONSOR.

10.Assignment

a)Neither party may assign or otherwise transfer this Research Agreement and the rights acquired hereunder without the written consent of the other party; this consent shall not be unreasonably withheld.However, SPONSOR may assign or transfer its interest in this Research Agreement as long as such assignment or transfer is accompanied by a sale or other transfer of SPONSOR’S entire business or other business to which this Research Agreement relates. A party desiring to assign or transfer this Research Agreement shall give the other party thirty (30) days prior notice of such assignment or transfer.If no reasonable objections are raised, then the assignment or transfer shall be deemed to have been approved.However, an assignment or transfer shall not be deemed to be approved unless the party to which this Agreement is assigned agrees in writing to be bound by the terms and conditions of this Research Agreement.

b)This Agreement shall accrue to the benefit of and be binding upon the successors, assigns, heirs, and personal representatives of the parties hereto.

All notices, demands, and other communications hereunder, except exchanges of technical information, shall be delivered personally to the party to which it is addressed, or mailed to such party by registered or certified mail, return receipt requested, with postage thereon fully prepaid. Said notices shall be delivered to the following addresses, unless notice of change of address is provided in writing to the other party:

If to SPONSOR:

ADDRESS

If to FOUNDATION:

The Research Foundation of State University of New York

Office of Sponsored Program Services

Post Office Box 9

Albany, New York12201-0009

Attention:Contract and Grant Specialist

Any notices, demands, and other communications so mailed shall be deemed to have been received by the addressee seven (7) days after the time and date of its being so mailed.

12.Binding Effect

This agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors or assigns.

Law

This Research Agreement shall be construed, governed, interpreted, and applied in accordance with the laws of the State of New York, U.S.A., except that questions affecting the construction and effect of any patent shall be determined by the law of the country in which the patent was granted.

This agreement may be changed, amended, modified or extended only by a writing duly executed by the respective parties hereto.

15.Severability

The provisions of this Research Agreement are separable, and in the event any provisions of this Research Agreement are determined to be invalid or unenforceable under any controlling body of law, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof.

16.Indemnification

SPONSOR hereby agrees to indemnify FOUNDATION for any claims or actions that are brought against FOUNDATION by third parties because of SPONSOR’S use or misuse of the reports or technology which are provided to SPONSOR in connection with this Research Agreement.

17.Use of Name

SPONSOR and FOUNDATION agree not to use each other’s names, or the names of any staff members or employees thereof, in advertising, sales promotion work, or in any other form of publicity except with the written permission of, and to the extent approved by the party whose name is to be used.

Agreement

This agreement represents and embodies all the agreements and negotiations between the parties hereto and no prior or contemporaneous, oral, or written agreements or correspondence prior to the date of execution of this agreement shall be held to vary the provisions hereof.

of Precedence

In the event of any inconsistency between clauses 1-19 of this Research Agreement, and the attached Exhibit A, the inconsistency should be resolved by giving precedence to clauses 1-19.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives, all intending to be legally bound hereby.

THE RESEARCH FOUNDATION OFSPONSOR

STATE UNIVERSITY OF NEW YORK

By:_______________________ By:______________________

Title:_____________________ Title:___________________

Date:______________________ Date:____________________

Agreement 篇二

This agreement is made and entered into by and between the parties concerned on_________,_________ in _________, China on the basis of equality and mutual benefit to develop business on terms and conditions mutually agreed upon as follow:

1. The Parties Concerned

Party A:_________

Add:____________

Tel:_____________

Party B:_________

Add:____________

Tel:_____________

2. Appointment

Party A hereby appoints Party B as its Exclusive Agent to solicit orders for the commodity stipulate in Article 3 from customers in the territory stipulated in Article 4,and Party B accepts and assumes such appointment.

3. Commodity

“Golden Fish” Brand Washing Machines

4. Territory

In Singapore only

5. Minimum turnover

Party B shall undertake to solicit orders for the above commodity from customers in the above territory during the effective period of this agreement for not less than USD 100,000,00.

6. Price and Payment

The price for each individual transaction shall be fixed through negotiations between Party B and the buyer, and subject to Party A’s final confirmation.

Payment shall be made by confirmed, irrevocable L/C opened by the buyer in favor of Party A ,which shall reach Parth A 15 days before the date of shipment.

7. Exclusive Right

In consideration of the exclusive rights granted herein, Party A shall not, directly or indirectly, sell or export the commodity stipulated in Article 4 to customers in Singapore through channels other than Party B; Party B shall not sell, distribute or promote the sales of any products competitive with or similar to the above commodity in Singapore and shall not solicit or accept orders for the purpose of selling them outside Singapore. Party A shall refer to Party B any enquiries or orders for the commodity in question received by Party A from other firms in Singapore during the validity of this agreement.

8. Market Report

In order to keep Party A well informed of the prevailing market conditions, Party B should undertake to supply Party A, at least once a quarter or at any time when necessary, with market reports concerning changes of the local regulations in connection with the import and sales of the commodity covered by this agreement, local market tendency and the buyer’s comments on quality, packing, price, etc. of the goods supplied by Party A under this agreement. Party B shall also supply party A with quotations and advertising materials on similar products of other suppliers.

9. Advertising and Expenses

Party A shall bear all expenses for advertising and publicity in connection with the commodity in question in Singapore within the validity of this agreement,and shall submit to Party A all audio and video materials intended for advertising for prior approval.

10. Commission

Party A shall pay Party B a commission of 5% on the net invoiced selling price on all orders directly obtained by Party B and accepted by party A. No commission shall be paid until Party A receives the full payment for each order.

11. Transactions Between Governmental Bodies

Transactions concluded between govenmental bodies of Party A and Party B shall not be restricted by the terms and conditions of this agreement, nor shall the amount of such transactions be counted as part of the turnover stipulated in Article 5.

12. Industrial Property Rights

Party B may use the trade-marks owned by Party A for the sale of the Washing Machines covered herein within the validity of this agreement, and shall acknowledge that all patents, trademarks, copy rights or any other industrial property rights used or embodied in the Washing Machines shall remain to be the sole properties of Party A. Should any infringement be found, Party B shall promptly notify and assist Party A to take steps to protect the latter’s rights.

13. Validity of Agreement

This agreement, when duly signed by the both parties concerned, shall remain if force for 12 months from October 1, 1992 to September 30,1993, and it shall be extended for another 12 months upon expiration unless notice in writing is given to the contrary.

14. Termination

During the validity of this agreement, if either of the two parties is found to have violated the stipulations herein, the other party has the right to terminate this agreement.

15. Force Majeure

Either party shall not be held responsible for failure or delay to perform all or any part of this agreement due to flood, fire, earthquake, draught, war or any other events which could not be predicted, controlled, avoided or overcome by the relative party. However, the party affected by the event of Force Majeure shall inform the other party of its occurrence in writing as soon as possible and thereafter send a certificate of the event issued by the relevant authorities to the other party within 15 days after its occurrence.

16. Arbitration

All disputes arising from the performance of this agreement shall be settled through friendly negotiation. Should no settlement be reached throught negotiation, the case shallthen be submitted for arbitration to the China International Economic and Trade Arbitration Commission (Beijing) and the rules of this Commission shall be applied. The award of the arbitration shall be final and binding upon both parties.

Party A:_________ Party B:_________

(Signature) (Signature)

Agreement 篇三

甲方：

Party A：

Party B：_______________________________; Passport No:_________________________

鉴于甲方从事之经营项目的特殊性，甲乙双方根据有关法律、法规规定、在遵循平等自

愿、协商一致、诚实信用的原则下，就乙方在任职期间以及离职后的有关事项达成如下协议：

Whereas Party A engaged in the business view of the special nature of the project, both parties in

accordance with relevant laws and regulations, in compliance with equality, voluntariness,

consensus, under the principle of good faith, during party B’s tenure and after leaving , the matter

reached the following agreement:

第一条 保密

Confidentiality

Item 1

1.1 乙方承诺，在本协议约定的保密期内，严格按照本协议的保密内容以及公司的保密制度

履行保密义务。

For the term of this agreement, Party B promise to strictly fulfill confidentiality

obligations, according to the confidentiality content & company’s confidentiality policy.

第二条 保密内容

Item 2 Confidentiality Content

2.1 不为公众知悉，能为甲方带来经济利益，具有实用性并经权利人采取保密措施的技术信

息和经营信息，包括但不限于：专有技术及配方、新产品研发过程及成果、经营计划及策略、

财务状况、客户资料以及供应商资料等。

Technical and management information, which was not

known by the public, can bring economic benefits to Party A, with practicality, and the right take

security measures for, including but not limited to: intellectual property and formulations, new

product development process and results, management plans and strategies, financial condition,

customer data and vendor information, etc.

2.2 甲方已掌握并负有保密责任的第三者(如甲方的客户或者供应商)的技术信息和经营信

息，包括但不限于：专有技术及配方、新产品研发过程及成果、经营计划及策略、财务状况、

客户资料以及供应商资料等等。

Party A controls and has a duty of confidentiality to protect third

parties (such as the Party A's customers or suppliers) of technical and management information,

including but not limited to: intellectual property and formulations, new product development

process and results, business plans and strategies, financial condition, customer data and vendor

information, and so on.

2.3 甲方以书面或其他形式确定为商业秘密的资料和信息。

Data and information which Party A

in writing or otherwise identified as trade secret.

第三条 保密期限

Item 3 Confidentiality Period

3.1 除非甲方通过书面形式明确本协议所涉及的某项保密内容可以不用保密，则乙方应从与

甲方建立劳动关系之日起(包括试用期内)，无限期保守甲方之商业秘密。

Unless Party A make

sure in writing that a certain confidential content covered by this agreement can not be confidential ,

then Party B should keep the Party A’s trade secret for ever from the date of labor relations

(including probation).

第四条 泄密

Item 4 Leakage of the Trade Secret

4.1 凡未经甲方总经理或保密委员会书面授权而直接或间接以任何形式向任何人或任何组

织透露上述、涉及保密内容的行为均属泄密。

Without the written authorization of the general

manager or security committee of party A, behaviors of directly or indirectly, in any form to any

person or organization to disclose the above the content, are related to confidential disclosure.

4.2 当甲方将有关保密内容的资料或信息交由乙方保管时，若因乙方保管不当造成该资料或

信息的遗失、公开、泄露时，同样视为泄密。

When Party A ask party B to keep relating to the

contents of confidential data or information, if loss, publicity, disclosure caused by improper storage

of the data or information, for party B, the same as a leak.

第五条 违约责任

Liability for Breach

Item 5

5.1 如乙方行为造成泄密的，应立即终止泄密行为以及因此而引致的侵犯甲方商业秘密的行

为，积极协助甲方采取补救措施防止泄密范围的继续扩大，并向甲方支付由于违约行为而照

成的经济损失，该损失包括：直接损失、潜在损失以及权利人为主张权利而支付的费用等。

The trade secret leakage caused by the Party B’s behavior, those behavior should be immediately

terminated and the acts of infringement on Party A’s trade secrets should be immediately

terminated; Party B should actively assist the Party A to take remedial measures to prevent the

continued expansion of the disclosure, due to the breach, Party B should pay to Party A according

to the caused economic losses, the losses include: direct losses, potential losses and the expenses

of the allegation.

5.2 若该泄密行为发生在甲、乙双方劳动合同关系存续期间，则乙方除承担上述责任外，甲

方还有权无条件解除与乙方的劳动合同。

If the leaks occurred during the term of the labor

contract between Party A and Party B, In addition to assumption of these responsibilities by Party B,

Party A has the right to unconditionally terminate the labor contract with Party B

第六条 争议解决

Item 6 Dispute Resolution

6.1 如因本协议之履行发生争议，甲、乙双方应友好协商解决；协商不成，由公司所在地人

民法院处理。

If there is a dispute on implementation of this agreement, Party A and Party B should

be settled through friendly consultations; otherwise by the local people's court in the area of the

company, if negotiation fails.

第七条 本协议一式两份，甲、乙双方各执一份，每份具同等效力。

Item 7 This agreement shall be held in two copies of the same form. Each party shall preserve one

copy with equal legal effect.

甲方： 乙方：

Part A： Party B:

代表人：

Representative：

Date： Date：

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