Research Proposal Sample Jnu

INSTITUTIONAL RESEARCH COLLABORATION AND SPONSORSHIP AGREEMENT

Document ID: JNU-RES-202X-8841
Effective Date: [Effective Date]
Version: 3.4 (Institutional Enterprise Grade)
Governing Jurisdiction: Union of India / Courts of New Delhi

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1. STATUTORY & LEGAL COMPLIANCE NOTICE

This Research Collaboration and Sponsorship Agreement (the "Agreement") is drafted to conform with the institutional standards of Jawaharlal Nehru University ("JNU"), New Delhi, and applicable laws of the Republic of India, including the Indian Contract Act, 1872, the Copyright Act, 1957, the Patents Act, 1970, and guidelines issued by the University Grants Commission (UGC) and the Ministry of Education (MoE), Government of India.

Jurisdictional Enforceability Disclaimer: The legal rights, remedies, and obligations detailed herein are designed to be strictly enforceable within the designated jurisdiction. Parties executing this Agreement outside the territory of India acknowledge and agree to submit to the exclusive jurisdiction of the courts located in New Delhi, India, for any enforcement proceedings, injunctive relief, or dispute resolution arising herefrom.

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2. PARTIES & RECITALS

THIS AGREEMENT is entered into and made effective as of [Effective Date] (the "Effective Date"), by and between:

1. Jawaharlal Nehru University, a central university established under the Jawaharlal Nehru University Act, 1966 (Act No. 53 of 1966), having its principal campus and administrative offices at New Mehrauli Road, JNU Campus, New Delhi, 110067, India (hereinafter referred to as "JNU" or the "Research Institution", which expression shall unless repugnant to the context include its successors and permitted assigns); and

2. [Company Full Legal Name], a [Corporation / Limited Liability Company / Partnership / Trust] duly organized and existing under the laws of [State/Country of Incorporation], having its principal place of business at [Principal Address] (hereinafter referred to as "Sponsor", which expression shall unless repugnant to the context include its successors and permitted assigns).

(JNU and Sponsor are hereinafter collectively referred to as the "Parties" and individually as a "Party").

WHEREAS: A. JNU possesses world-class academic infrastructure, specialized research laboratories, and preeminent faculty and scholar resources in [Insert Academic Field/Discipline, e.g., Life Sciences / Social Sciences / Computational Data Analysis]; B. Sponsor desires to sponsor and collaborate with JNU to execute a specific academic and applied research project titled "[Insert Full Title of Research Proposal/Project]" (the "Research Project"), as detailed in Schedule A (Scope of Research Services); C. The Parties intend to establish the legal, financial, administrative, and intellectual property framework governing their collaboration, ensuring academic freedom, publication rights, and equitable protection of proprietary interests.

NOW, THEREFORE, in consideration of the mutual covenants, promises, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

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3. EXHAUSTIVE OPERATIVE CLAUSES & LEGAL TERMS

Section 1: Scope of Services & Research Engagement

1.1 Execution of Research. JNU shall, through its designated Principal Investigator (the "PI"), [Insert Name of Principal Investigator], perform the research activities outlined in the Research Proposal attached hereto as Schedule A (the "Research Services"). The Research Services shall be conducted in accordance with the highest academic standards and ethical guidelines applicable to university research in India. 1.2 Commercially Reasonable Efforts. The Parties acknowledge that research is experimental in nature. JNU does not guarantee a specific commercial outcome, marketable product, or patentable invention. JNU agrees to use commercially reasonable efforts to achieve the objectives set forth in Schedule A within the agreed timeframe. 1.3 Project Modifications. Any material modification, expansion, or reduction of the scope of the Research Services must be agreed upon in a written amendment executed by the authorized representatives of both Parties.

Section 2: Compensation & Payment Terms

2.1 Total Sponsorship Consideration. In consideration for the Research Services and the licenses granted herein, Sponsor shall pay to JNU the total fixed sum of [Amount in USD or INR] ([Amount in Words]) (the "Sponsorship Fee"), strictly in accordance with the milestone payment schedule set forth in Schedule B. 2.2 Invoicing and Payment Procedure. JNU shall issue formal invoices to Sponsor corresponding to the achievement of milestones or calendar intervals specified in Schedule B. Sponsor shall remit all payments via wire transfer in cleared funds to the designated bank account of JNU within thirty (30) calendar days of receipt of a valid invoice. 2.3 Late Payment Interest. Any undisputed amount not paid by Sponsor when due shall accrue interest at the rate of one percent (1.0%) per month, or the maximum rate permitted by applicable Indian law, whichever is lower, calculated from the date such payment was due until the date of actual payment in full. 2.4 Taxes. All sums payable under this Agreement are exclusive of any applicable value-added taxes, goods and services taxes (GST), withholding taxes, or other governmental levies. Sponsor shall be solely responsible for all taxes, duties, and governmental charges imposed upon or measured by the payments made under this Agreement, excluding taxes levied on JNU's net income.

Section 3: Term & Termination

3.1 Term. This Agreement shall commence on the Effective Date and shall continue in full force and effect until the completion of the Research Services or [Insert End Date, e.g., 24 months from Effective Date], unless earlier terminated in accordance with this Section 3 (the "Term"). 3.2 Termination for Convenience. Sponsor may terminate this Agreement for convenience at any time upon providing sixty (60) calendar days' prior written notice to JNU. Upon such termination, Sponsor shall pay JNU for all non-cancellable commitments, pro-rata costs incurred up to the effective date of termination, and a wind-down fee equal to fifteen percent (15%) of the remaining unbilled budget. 3.3 Termination for Material Breach. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches any of its obligations hereunder and fails to cure such material breach within thirty (30) calendar days following receipt of written notice detailing the breach. 3.4 Effect of Termination. Upon termination or expiration of this Agreement, JNU shall promptly cease work on the Research Project (except as necessary for orderly wind-down), return or destroy Sponsor Confidential Information pursuant to Section 6, and deliver to Sponsor all deliverables completed as of the date of termination. Sections 4, 5, 6, 8, 9, and 10 shall survive any expiration or termination of this Agreement.

Section 4: Intellectual Property Ownership & Commercialization

4.1 Background Intellectual Property. Each Party shall retain sole and exclusive ownership of all intellectual property, data, know-how, and proprietary materials owned or controlled by it prior to the Effective Date or developed independently of this Agreement ("Background IP"). No license to Background IP is granted except as expressly necessary to perform the Research Services. 4.2 Foreground Intellectual Property. All inventions, discoveries, patents, copyrights, software, designs, and technical data conceived, reduced to practice, or generated solely by JNU personnel in the performance of the Research Services (collectively, "Foreground IP") shall be owned exclusively by JNU. 4.3 Joint Intellectual Property. Intellectual property conceived or generated jointly by employees of JNU and employees of Sponsor shall be jointly owned by the Parties ("Joint IP") in accordance with applicable patent laws, with each Party holding an undivided interest. 4.4 Option to License. JNU hereby grants to Sponsor an exclusive, first-negotiating option to obtain a commercial, royalty-bearing license to JNU’s right, title, and interest in the Foreground IP and JNU’s share of Joint IP, upon mutually agreeable commercial terms. Sponsor must exercise this option in writing within ninety (90) days following the disclosure of the Foreground IP by JNU.

Section 5: Academic Publication & Freedom of Research

5.1 Right to Publish. JNU is dedicated to the advancement and dissemination of knowledge. Researchers and faculty members involved in the Research Project shall have the absolute right to publish, present, or teach regarding the methods, results, and academic conclusions derived from the Research Services in academic journals, symposia, and theses. 5.2 Review for Confidentiality and Patentability. JNU shall submit any proposed publication or public presentation arising from the Research Project to Sponsor at least thirty (30) calendar days prior to submission for publication or public disclosure. 5.3 Delay for Patent Filing. If Sponsor notifies JNU within thirty (30) days of receipt of the proposed publication that the publication contains patentable subject matter derived from Foreground IP, JNU agrees to delay publication for an additional period not to exceed sixty (60) calendar days to enable the filing of patent applications by JNU or Sponsor.

Section 6: Mutual Confidentiality & Non-Disclosure

6.1 Definition of Confidential Information. "Confidential Information" means any proprietary technical, scientific, business, or financial information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") under this Agreement, whether orally or in writing, that is designated as confidential or would reasonably be understood to be confidential. 6.2 Obligations of Non-Disclosure. The Receiving Party shall protect the Disclosing Party's Confidential Information with the same degree of care it uses for its own confidential information (but not less than a reasonable degree of care), and shall not disclose such Confidential Information to any third party except to its employees, legal counsel, and academic researchers who have a need to know and are bound by confidentiality obligations at least as restrictive as those herein. 6.3 Exclusions. Confidential Information shall not include information that: (a) is or becomes publicly known through no breach of the Receiving Party; (b) was already in the rightful possession of the Receiving Party prior to disclosure; (c) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law, court order, or governmental regulation (including the Right to Information Act, 2005 of India, where applicable to JNU as a public institution).

Section 7: Representations & Warranties

7.1 Authority. Each Party represents and warrants that it has full corporate/institutional power and authority to enter into this Agreement and to perform its obligations hereunder. 7.2 No Infringement. JNU represents and warrants that, to the best of its knowledge, the performance of the Research Services will not knowingly infringe upon the intellectual property rights of any third party. 7.3 Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 7, JNU MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE RESEARCH SERVICES, DELIVERABLES, OR INTELLECTUAL PROPERTY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. ALL RESEARCH RESULTS AND DELIVERABLES ARE PROVIDED "AS IS."

Section 8: Limitation of Liability & Indemnification

8.1 Limitation of Liability. Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither Party shall be liable to the other for any indirect, incidental, consequential, special, or punitive damages, including loss of profits, data, or business opportunities, arising out of or in connection with this Agreement, even if advised of the possibility of such damages. JNU's total aggregate liability under this Agreement shall be strictly limited to the total Sponsorship Fee actually received by JNU from Sponsor under this Agreement. 8.2 Sponsor Indemnification. Sponsor shall defend, indemnify, and hold harmless JNU, its Executive Council, officers, faculty, researchers, students, and agents from and against any third-party claims, liabilities, losses, damages, or expenses (including reasonable legal fees) arising out of or resulting from: (a) Sponsor’s commercialization, manufacture, distribution, or use of any product, service, or process developed from the Foreground IP or Research Services; or (b) Sponsor's material breach of this Agreement.

Section 9: Dispute Resolution & Governing Law

9.1 Governing Law. This Agreement, and all claims or causes of action arising out of or relating to it, shall be governed by, construed, and enforced in accordance with the substantive laws of the Republic of India, without regard to its conflict of laws principles. 9.2 Amicable Negotiation. In the event of any dispute, controversy, or claim arising out of or relating to this Agreement (a "Dispute"), the designated senior representatives of the Parties shall attempt in good faith to resolve such Dispute amicably through direct business negotiations within thirty (30) days of receipt of written notice of the Dispute by one Party from the other. 9.3 Arbitration. If the Dispute cannot be resolved through amicable negotiation pursuant to Section 9.2, the Dispute shall be referred to and finally resolved by binding arbitration administered by the Indian Council of Arbitration (ICA) or under the Arbitration and Conciliation Act, 1996. The arbitral tribunal shall consist of a sole arbitrator mutually appointed by the Parties (or, failing agreement, appointed in accordance with the 1996 Act). The seat and venue of arbitration shall be New Delhi, India, and the language of the arbitration proceedings shall be English. The award rendered by the arbitrator shall be final and binding on both Parties.

Section 10: Miscellaneous Provisions

10.1 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court or arbitral tribunal of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions of this Agreement shall remain in full force and effect. 10.2 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Execution and delivery of this Agreement via facsimile, PDF, or secure electronic signature (such as DocuSign or Adobe Sign) shall be legally binding and valid. 10.3 Entire Agreement. This Agreement, together with Schedules A and B, constitutes the entire understanding and agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, representations, and agreements, whether oral or written. 10.4 Force Majeure. Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, government restrictions, strikes, or failure of public utilities (each, a "Force Majeure Event"). The affected Party shall promptly notify the other Party and shall resume performance as soon as reasonably practicable once the Force Majeure Event ceases.

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4. EXECUTION & FORMAL SIGNATURE BLOCKS

IN WITNESS WHEREOF, the Parties hereto have caused this Research Collaboration and Sponsorship Agreement to be duly executed by their respective authorized signatories, effective as of the Effective Date written above.

FOR JAWAHARLAL NEHRU UNIVERSITY (JNU):

Signature: _____________________________________
Printed Name: [Authorized Signatory Name, e.g., Registrar / Dean of R&D]
Title: [Title / Role]
Company: Jawaharlal Nehru University (JNU)
Date: [Date]

FOR [COMPANY FULL LEGAL NAME] (SPONSOR):

Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role]
Company: [Company Legal Name]
Date: [Date]

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Witness 1 (JNU):
Signature: ______________________ Name: ______________________

Witness 2 (Sponsor):
Signature: ______________________ Name: ______________________

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5. SCHEDULE A: SCOPE OF RESEARCH SERVICES & MILESTONES

(To be attached as a formal exhibit. Outline specific experimental protocols, data deliverables, research methodologies, and reporting dates.)

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6. SCHEDULE B: FINANCIAL COMPENSATION & PAYMENT MILESTONES

(To be attached as a formal exhibit detailing installment amounts, wire transfer routing instructions, and tax identification numbers.)

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7. STEP-BY-STEP EXECUTION & FILING GUIDE

1. Document Review & Customization: Open this document in Microsoft Word or Google Docs. Locate all bracketed placeholder text (e.g., [Company Full Legal Name], [Effective Date], [Amount in USD]) and replace them with the exact verified data.
2. Schedules Integration: Draft customized specifications for Schedule A (Research Proposal details) and Schedule B (Financial Milestone Schedule) and append them immediately following Section 7.
3. Legal & Institutional Verification: Submit the draft to JNU's Office of the Registrar, Directorate of Research and Development (R&D), and the Sponsor's corporate legal counsel for internal review and compliance verification.
4. Signatory Authority Check: Verify that the individuals executing the Agreement on behalf of both JNU (e.g., Registrar or authorized Dean) and the Sponsor possess active, valid corporate or statutory delegated authority to bind their respective organizations.
5. Digital or Physical Execution: Execute the agreement in duplicate originals via wet-ink signatures or secure institutional digital signature platforms (such as DocuSign, Adobe Sign, or India's eMudhra/DigiLocker infrastructure).
6. Archival & Record Retention: Upon complete execution, the original physical or cryptographically verified digital copy must be filed permanently in the JNU Central Archives / R&D Cell and mirrored in the Sponsor’s legal contract management repository for the duration of the applicable statutory limitation period.