# RESEARCH AND DEVELOPMENT AGREEMENT
## Worked fictional document and important note
This is a fictional unsigned specimen. It is not a grant, regulatory approval, product warranty or technical conclusion. The Parties must obtain specialist advice on chemical safety, export controls, environmental permits, employment, insurance, tax, patent filing and UK GDPR before commencing work.
Date: 15 February 2027
Parties: Solent Energy Systems Limited, company number 08881234, of 4 Ocean Park, Southampton SO14 3LT (“SES”); and Cairn Materials Research Limited, company number 10112233, of 16 Science Way, Cambridge CB4 0WS (“CMR”).
## 1. Project and status
The Parties will conduct the “AmberCell Project” to test a manganese-silicon anode coating for a rechargeable battery prototype. The work begins on 1 March 2027 and is scheduled to end on 28 February 2029. SES will supply cells, test equipment access and £240,000 of funding. CMR will supply scientists, laboratory facilities and £160,000 of in-kind effort. The budget is £400,000, not a guaranteed cost or result.
Neither Party is the other’s agent, employee or partner. The Project may not be used in a clinical, automotive or grid product until appropriate testing, certification and regulatory review have occurred. A result, prototype or report is not a representation that a product is safe, fit for purpose or commercially successful.
## 2. Governance and work packages
The steering committee consists of SES’s Dr Nia Patel and CMR’s Dr Felix Morgan. It meets monthly and approves changes, budgets and reports. SES leads WP1 requirements and cell preparation (£80,000); CMR leads WP2 coating formulation (£140,000); CMR leads WP3 cycling and failure analysis (£120,000); and SES leads WP4 prototype assessment and final report (£60,000). A written change note is needed for any change exceeding £20,000 or moving a milestone by more than 20 Business Days.
The Parties will use reasonable skill and care, keep laboratory notebooks and report a material safety incident within 24 hours. CMR must not substitute chemicals without a risk assessment and SES’s written approval. SES must provide accurate safety data and transport materials lawfully. Each Party controls its own personnel and remains responsible for their training and supervision.
## 3. Funding and accounts
SES will pay CMR £140,000 from SES’s £240,000 project contribution towards WP2 and WP3 in four equal instalments: £35,000 on 15 March 2027, £35,000 on 15 July 2027, £35,000 on 15 November 2027 and £35,000 on 15 March 2028. CMR will provide £160,000 of agreed in-kind effort, and the cash payment is part of SES’s contribution rather than an additional budget. The work-package amounts are planning allocations, not separate payment entitlements; the funding split in this clause controls. CMR will provide quarterly cost reports. If all four instalments are paid, CMR receives £140,000 and the combined £400,000 budget remains £240,000 from SES plus £160,000 of CMR in-kind effort.
An invoice is payable within 20 Business Days after receipt and valid evidence of the relevant milestone. Undisputed late amounts bear simple interest at 3 per cent above the Bank of England base rate. A cost overrun requires a signed change note; neither Party must fund it merely because it appears in a forecast. Each Party keeps complete records for seven years.
## 4. Intellectual property
“Background IP” means material owned or controlled before the date of this Agreement or developed outside the Project. “Foreground IP” means an invention, data, software, design or other work first created in performing the Project. Each Party retains its Background IP. SES grants CMR a limited licence to use SES Background IP only to perform the Project. CMR grants SES the corresponding licence to CMR Background IP embedded in a deliverable.
Foreground IP created solely by SES is SES’s property; Foreground IP created solely by CMR is CMR’s property. Jointly created patentable inventions are jointly owned in equal shares (50 per cent each), subject to a written exploitation plan. Each Party grants the other a non-exclusive, worldwide, royalty-free licence to use jointly owned Foreground IP for internal research. Neither Party may commercially license jointly owned Foreground IP without the other’s written consent. Inventors will sign documents reasonably required for filing, and the Parties will agree who files and pays before public disclosure.
SES owns the final prototype assessment report and may use it internally. CMR may use general know-how that does not disclose SES Confidential Information or a Project invention. Neither Party transfers ownership merely by providing funding or samples.
## 5. Publication and confidentiality
A Party wishing to publish must send the draft to the other at least 30 days before submission. The receiving Party may request removal of its Confidential Information or a delay of up to 90 days to file a patent application; it may not veto accurate academic conclusions without a legitimate confidentiality or patent reason. The Parties will acknowledge one another and funders as agreed.
Confidential Information includes technical results, formulas, samples, prices, records and personal data. It may be used only for the Project and disclosed to staff, advisers and funders who need to know and are bound by equivalent duties. Exclusions apply to information already known, public without breach, lawfully received or independently developed. Compelled disclosure is permitted after notice where lawful. Return or secure destruction is due within 20 Business Days after request, subject to legal archives. Duties last five years after expiry and indefinitely for trade secrets.
## 6. Data, safety and compliance
Each Party will comply with UK GDPR, the Data Protection Act 2018, the Health and Safety at Work etc. Act 1974, COSHH, waste rules, export controls, sanctions and applicable environmental law. No human or animal data is planned; if personal data becomes necessary, the Parties will document controller or processor roles before processing. Laboratory waste must be labelled, stored and disposed of through an authorised contractor. A Party must immediately stop unsafe work and notify the committee. Insurance will include public liability of at least £5,000,000 per claim and employers’ liability as required by law.
## 7. Results, warranties and liability
Reports will state methods, controls, limitations and raw-data references. Except as expressly stated, all results and materials are provided “as is”; neither Party warrants patentability, novelty, accuracy beyond the stated method, performance or commercial viability. Each Party warrants authority and lawful use of its contributions.
Subject to liability that cannot lawfully be limited, fraud, death or personal injury caused by negligence, confidentiality, data, IP infringement and deliberate misuse, aggregate liability is capped at £500,000. Neither Party is liable for indirect loss, lost profits or loss of anticipated savings, but this does not limit payment obligations or a party’s cost of correcting its own negligent safety breach.
## 8. Termination and exit
Either Party may terminate for convenience on 90 days’ written notice. Either may terminate for material breach not remedied within 20 Business Days, insolvency, or an unmanageable safety or legal risk. Termination does not undo accrued payment obligations. The Parties will safely complete or stop experiments, return samples, preserve notebooks, provide paid-for results and agree a patent-protection decision within 30 days. Licences needed to use already-paid deliverables survive; other Project access ends.
## 9. Disputes and general
The steering committee will try to resolve a dispute within 15 Business Days, followed by executive negotiation between Aisha Rahman (SES) and Owen Clarke (CMR). Urgent court relief remains available. This Agreement is governed by the law of England and Wales and the courts of England and Wales have exclusive jurisdiction. Assignment, amendment and waiver require writing; no partnership or third-party rights arise; severability, counterparts and electronic signing apply.
Schedule 1 — milestones: M1 requirements and safety plan, 31 March 2027; M2 first coating series, 30 September 2027; M3 500-cycle data set, 30 June 2028; M4 prototype assessment and final report, 28 February 2029. A milestone is achieved when the committee receives the specified report and raw-data index, even if the result is negative.
For Solent Energy Systems Limited: Aisha Rahman, Director — Signature: __________________ Date: __________
For Cairn Materials Research Limited: Owen Clarke, Director — Signature: __________________ Date: __________