Users who enter into a Service Contract on the RESEARCHPRENEURS Platform with another User are free to agree to these Service Contract Terms in whole or in part, or to agree to different or additional terms for their Service Contract(s). However, if and to the extent that the Users who are party to a Service Contract have not agreed to different terms, then they agree to incorporate these Service Contract Terms. Users may not, by agreement amongst themselves, alter the rights or responsibilities of RESEARCHPRENEURS, or agree to any terms that would violate the Terms and Conditions. Neither RESEARCHPRENEURS nor any affiliate of RESEARCHPRENEURS is a party to any Service Contract by or between Users regardless of whether these Service Contract Terms are incorporated.

You acknowledge and agree that Users have discretion whether to contract with each other and will negotiate and determine the specific terms of their Service Contracts with each other. The Service Contract Terms is a sample only, which may not be appropriate for all Service Contracts and which may be adjusted and added to as Users deem appropriate. Users choose whether to use the Service Contract Terms in whole or in part.

1. Parties
Client and R&D Expert identified on the RESEARCHPRENEURS Platform under the Service Contract are the parties to the Services Contract. The address of each party is the address entered under the tax information on the RESEARCHPRENEURS Platform. RESEARCHPRENEURS is not a party to the Service Contract.

2. Services
Client and R&D Expert agree that the R&D Expert is performing services as an independent contractor and that R&D Expert is not an employee or agent of Client. R&D Expert will perform the R&D Expert Services in a professional and workmanlike manner and will timely deliver any agreed upon work product according to any established acceptance criteria between the Parties. The manner and means of performing the R&D Expert Services, including the tools to be used in completing the work, will be determined and controlled by R&D Expert except as expressly limited by Client’s specifications in the Service Contract.

The terms concerning the services to be performed under the Service Contract described on the RESEARCHPRENEURS Platform form part of the Service Contract. Users agree that, once accepted, the terms of the Service Contract cannot be modified by a User without obtaining the consent of the other before making changes to the Service Contract, including by adding additional or different milestones, by closing a Service Contract, or making other changes to the Service Contract on the RESEARCHPRENEURS Platform.

If consent of the other party is not first obtained, the other party may reject such changes by terminating the Service Contract or accept such changes by continuing to work on the Service Contract.

3. Client Payments and Billing
R&D Expert agrees to accurately report invoices by billing hours worked under the Account of the User that worked the hours.

4. Termination of a Service Contract
Under Fixed-Price Contracts, once a Client’s Payment Method has been charged, the Service Contract does not terminate until the R&D Expert Services are completed. However, either Client or R&D Expert has the right to terminate a Fixed-Price Contract at any time with the consent of the other party or in the event of a material breach. If a Fixed-Price Contract is terminated, Client does not have the right to recover any payments already released to R&D Expert.

5. Intellectual Property Rights
R&D Expert represents and warrants that R&D Expert will not incorporate or use the materials of any third party including those of any other client or any employer, in performing the R&D Expert Services that are not generally available for use by the public or have not been legally transferred to the Client.

R&D Expert will disclose in the Engagement terms any Background Technology which R&D Expert proposes to incorporate into any work product or upon which use or distribution of the work product will depend. If R&D Expert discloses no Background Technology, R&D Expert warrants that it will not incorporate any Background Technology into the work product provided pursuant thereto. R&D Expert will separately provide, with each delivery of work product to Client, a bill of materials that identifies all Background Technology and other third-party materials that have been incorporated into the work product and provides, for each item of Background Technology identified, (a) the name and any associated version number, (b) the applicable license or licensing terms, (c) whether the item has been modified by R&D Expert, and (d) how the item has been incorporated into, is used by, or is relied upon by the Work Product. Notwithstanding the foregoing, unless otherwise agreed in the Engagement terms, R&D Expert agrees that it will not incorporate into any work product or
otherwise deliver to Client any software code for which the use or distribution of the code will create (or purport to create) obligations for Client to grant any rights or immunities under Client intellectual property to a third-party, including without limitation any obligation that the work product or Client software combined with, derived from, or distributed with such work product (x) be disclosed or distributed in source code form, (y) be licensed for the purpose of making derivative works, or (z) be redistributable at no charge.

Client grants R&D Expert a limited, non-exclusive, revocable (at any time, at Client’s sole discretion) right to use the Client Materials as necessary solely for the performance of the R&D Expert Services under the applicable Service Contract. Client reserves all other rights and interest, including, without limitation, all Intellectual Property Rights, in and to the Client Materials. Upon completion or termination of the Service Contract, or upon Client’s written request, R&D Expert will immediately return all Client Materials to Client and further agrees to destroy all copies of Client Materials and
Deliverables (except for Background Technology as permitted by the Service Contract) contained in or on R&D Expert’s premises, systems, or any other equipment or location otherwise under R&D Expert’s control. Within ten days of such request from Client, R&D Expert agrees to provide written certification to Client that R&D Expert has returned or destroyed all Client Materials and Work Product as provided in this subsection.

Upon R&D Expert’s receipt of full payment from Client, the Work Product (except for any Background Technology), including without limitation all Intellectual Property Rights in the Work Product (except for any Background Technology), will be the sole and exclusive property of Client, and Client will be deemed to be the author thereof. If R&D Expert has any Intellectual Property Rights to the Work Product that are not owned by Client upon R&D Expert’s receipt of payment from
Client, R&D Expert hereby automatically irrevocably assigns to Client all right, title and interest worldwide in and to such

Except as set forth above, R&D Expert retains no rights to use, and will not challenge the validity of Client’s ownership in, such Intellectual Property Rights. R&D Expert hereby waives any moral rights, rights of paternity, integrity, disclosure and withdrawal or inalienable rights under applicable law in and to the Work Product. If payment is made only for partial delivery of Work Product, the assignment described herein applies only to the portion of Work Product delivered and paid for.

Upon R&D Expert’s receipt of full payment from Client for delivery of Work Product, R&D Expert hereby automatically grants to Client an exclusive, perpetual, fully-paid and royalty-free, irrevocable and worldwide right, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in the Background Technology incorporated in Work Product delivered for that payment. If payment is made only for partial delivery of Work Product, the license described herein applies only to the portion of Work Product delivered and paid for.

If R&D Expert has any right to the Work Product, including without limitation any Intellectual Property Right, that cannot be assigned to Client by R&D Expert, R&D Expert hereby automatically, upon R&D Expert’s receipt of full payment from Client, unconditionally and irrevocably grants to Client during the term of such rights, an exclusive, even as to R&D Expert, irrevocable, perpetual, worldwide, fully-paid and royalty-free license to such rights, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform and publicly display in any form or medium, whether now known or later developed, make, use, sell, import, offer for sale and exercise any and all such rights. If R&D Expert has any rights to such Work Product that cannot be assigned or licensed, R&D Expert hereby automatically, upon R&D Expert’s receipt of payment from Client, unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against Client or related to Client’s customers, with respect
to such rights, and will, at Client’s request and expense, consent to and join in any action to enforce such rights. If payment is made only for partial delivery of Work Product, the grant described herein applies only to the portion of Work Product delivered.

R&D Expert will assist Client in every way, including by signing any documents or instruments reasonably required, both during and after the term of the Service Contract, to obtain and enforce Intellectual Property Rights relating to Work Product in all countries. In the event Client is unable, after reasonable effort, to secure R&D Expert’s signature on any document needed in connection with the foregoing, R&D Expert hereby designates and appoints Client and its duly
authorized officers and agents as its agent and attorney in fact to act on its behalf to further the purposes of this Section with the same legal force and effect as if executed by R&D Expert.

6. Confidential Information
To the extent a Client or R&D Expert provides Confidential Information to the other, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care, and will: (a) not disclose or permit others to disclose another’s Confidential Information to anyone without first obtaining the express written consent of the owner of the Confidential Information; (b) not use or permit the use of another’s Confidential Information, except as necessary for the performance of R&D Expert Services (including, without limitation, the storage or transmission of Confidential Information on or through the RESEARCHPRENEURS Platform for use by R&D Expert); and (c) limit access to another’s Confidential Information to its personnel who need to know such information for the performance of R&D Expert Services.

If and when Confidential Information is no longer needed for the performance of the R&D Expert Services for a Services Contract or at Client’s or R&D Expert’s written request (which may be made at any time at Client’s or R&D Expert’s sole discretion), the party that received Confidential Information, will, at its expense, promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment
otherwise under its control. The party that received Confidential Information agrees to provide written certification to the party disclosing the Confidential Information of compliance with this subsection within ten days after the receipt of disclosing party’s written request for such certification.

Without limiting this Section 6 (Confidentiality), Client and R&D Expert will not publish, or cause to be published, any other party’s Confidential Information or Work Product, except as may be necessary for the performance of R&D Expert Services for a Services Contract.

7. Project Details
As defined in the RESEARCHPRENEURS Platform, including at least the following details:
Project Name:
Project Duration:
Compensation:

8. Definitions
The following capitalized terms have the following meanings:
“Background Technology” means all Inventions developed by an R&D Expert other than in the course of providing R&D Expert Services to the Client under the Service Contract and all Inventions that an R&D Expert incorporates into a Work Product.
“Client” means any person who entered into a Service Contract to obtain R&D Expert Services from an R&D Expert.
“Client Deliverables” means requests, intellectual property, and any other information or materials that a R&D Expert receives from a Client to perform R&D Expert Services.
“Client Materials” means requests, intellectual property, and any other information or materials that Client provides to R&D Expert for R&D Expert to perform R&D Expert Services.
“Confidential Information” means Client Deliverables, R&D Expert Deliverables, Work Product, and any other information provided to, or created by, a User for a Service Contract or to perform or assist in performing R&D Expert Services, regardless of whether in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that is known to the public or that: (a) is generally known by third parties as a result of no act or omission of R&D Expert or Client; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of another person’s Confidential Information.
“Engagement” means an engagement for R&D Expert Services that a R&D Expert provides to a Client under a Service Contract on the RESEARCHPRENEURS Platform.
“Fixed-Price Contract” means a Service Contract for which Client is charged a fixed fee agreed between a Client and a R&D Expert, prior to the commencement of a Service Contract, for the completion of all R&D Expert Services contracted by Client for such Service Contract.
“R&D Expert” means any person who entered into a Service Contract to perform R&D Expert services for a Client.
“R&D Expert Deliverables” means requests, intellectual property, and any other information or materials that a Client receives from a R&D Expert for a particular Service Contract.
“R&D Expert Fees” means the fixed fee agreed between a Client and a R&D Expert and other payments made by a Client.
“R&D Expert Services” means all services performed for or delivered to Clients by R&D Experts.
“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
“Invention” means any ideas, concepts, information, materials, processes, data, programs, know-how, improvements, discoveries, developments, designs, artwork, formulae, other copyrightable works, and techniques and all Intellectual Property Rights therein.
“Service Contract” means, as applicable, (a) the contractual provisions between a Client and a R&D Expert governing the R&D Expert Services to be performed by a R&D Expert for Client for an Engagement; or (b) if you use Upwork Payroll, the contractual provisions between R&D Expert and the Staffing Provider for the provision of services to Client.
“Work Product” means any tangible or intangible results or deliverables that R&D Expert agrees to create for, or actually delivers to, Client as a result of performing the R&D Expert Services, including, but not limited to, configurations, computer programs, or other information, or customized hardware, and any intellectual property developed in connection therewith.