Research Proposal Template Hku

INSTITUTIONAL RESEARCH PROPOSAL AND SPONSORED PROJECT AGREEMENT

Document ID: HKSAR-RPA-2023-V1.0
Effective Date: [Effective Date]
Governing Jurisdiction: Hong Kong Special Administrative Region (HKSAR)

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1. STATUTORY & LEGAL COMPLIANCE NOTICE

This institutional research proposal and subsequent contract template is drafted for utilization within the context of academic, scientific, and corporate research collaborations, specifically referencing the standards and operational frameworks associated with the University of Hong Kong (HKU) and its constituent faculties, departments, and technology transfer offices.

Users of this document acknowledge that this instrument constitutes a binding legal framework. It is incumbent upon the executing parties to ensure that all localized statutory requirements, institutional review board (IRB) approvals, export control regulations, and data privacy mandates (including the Personal Data (Privacy) Ordinance, Cap. 486 of the Laws of Hong Kong) are strictly satisfied prior to the commencement of any research activities.

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2. PARTIES & RECITALS

This Institutional Research Proposal and Sponsored Project Agreement (the "Agreement") is entered into and made effective as of [Effective Date] (the "Effective Date"), by and between:

1. [Institution / University Full Legal Name], an institution of higher education and research established under the laws of Hong Kong, having its principal administrative offices located at [Principal Address] (hereinafter referred to as the "Research Institution" or "HKU"), and
2. [Sponsor Full Legal Name], a [Jurisdiction of Incorporation] [Entity Type, e.g., corporation / limited liability company], having its principal place of business located at [Principal Address] (hereinafter referred to as the "Sponsor").

Recitals

• WHEREAS, the Research Institution possesses world-class academic expertise, research facilities, and personnel in the field of [Field of Research/Study];
• WHEREAS, the Sponsor desires to engage the Research Institution to perform certain academic and scientific research as more fully described in the Research Proposal attached hereto; and
• WHEREAS, the parties intend to collaborate under mutually agreed terms concerning the funding, execution, and management of intellectual property resulting from such research.

NOW, THEREFORE, in consideration of the mutual covenants, promises, and conditions set forth herein, the parties hereto, intending to be legally bound, covenant and agree as follows:

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3. EXHAUSTIVE OPERATIVE CLAUSES & LEGAL TERMS

Section 1: Scope of Services & Research Engagement

1.1 Research Program. The Research Institution shall use commercially reasonable efforts to conduct and complete the research project entitled "[Title of Research Project]" (the "Research Project") in accordance with the specifications, milestones, and protocols set forth in Schedule A (Scope of Work & Research Proposal), which is incorporated herein by reference.

1.2 Principal Investigator. The Research Project shall be directed and supervised by [Principal Investigator Name] (the "Principal Investigator"). If the Principal Investigator becomes unable or unwilling to continue the direction of the Research Project, the Research Institution shall promptly notify the Sponsor and propose a mutually acceptable substitute. If a mutually acceptable substitute cannot be appointed within thirty (30) days of such notice, either party may terminate this Agreement pursuant to Section 3.

1.3 Academic Freedom and Publication. The Research Institution and its personnel retain the absolute right to publish, present, or otherwise publicly disclose the methods and results of the Research Project, subject to the review provisions for Confidential Information and patentable inventions set forth in Section 5 and Section 6 herein.

Section 2: Compensation & Payment Terms

2.1 Total Consideration. In consideration for the performance of the Research Project and the rights granted herein, the Sponsor shall pay to the Research Institution the total sum of [Amount in USD/HKD] (the "Research Funding"), strictly in accordance with the milestone payment schedule set forth in Schedule B.

2.2 Invoicing. The Research Institution shall issue formal invoices to the Sponsor in accordance with the payment milestones detailed in Schedule B. All invoices shall be due and payable by the Sponsor within thirty (30) days of the date of receipt of the invoice (the "Due Date").

2.3 Late Payment Interest. Any undisputed amounts not paid by the Sponsor when due shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less, calculated from the Due Date until the date of actual payment in full.

2.4 Currency and Taxes. All payments under this Agreement shall be made in [Currency Type, e.g., United States Dollars / Hong Kong Dollars] via wire transfer to the bank account designated in writing by the Research Institution. The Sponsor shall be responsible for all withholding taxes, value-added taxes, customs duties, and any other governmental assessments associated with the transfer of funds under this Agreement.

Section 3: Term & Termination

3.1 Term. This Agreement shall commence on the Effective Date and shall continue in full force and effect until [Completion Date] or until the Research Project is fully completed and final reports are delivered, unless earlier terminated in accordance with this Section 3 (the "Term").

3.2 Termination for Convenience. The Sponsor may terminate this Agreement at any time, with or without cause, upon providing sixty (60) days prior written notice to the Research Institution. Upon such termination, the Sponsor shall pay all non-cancelable commitments, incurred costs, and a pro-rata share of the research expenses incurred by the Research Institution up to the effective date of termination.

3.3 Termination for Material Breach. If either party materially breaches any term or condition of this Agreement, the non-breaching party may provide written notice specifying the nature of the breach. If the breaching party fails to cure such material breach within thirty (30) days of receipt of such notice, this Agreement shall automatically terminate at the conclusion of the cure period.

3.4 Survival. The provisions of Section 5 (Confidentiality), Section 6 (Intellectual Property), Section 8 (Limitation of Liability & Indemnification), and any accrued payment obligations shall survive the expiration or termination of this Agreement.

Section 4: Project Management & Reporting

4.1 Progress Reports. The Research Institution shall provide the Sponsor with written progress reports detailing the status and findings of the Research Project at intervals specified in Schedule A.

4.2 Final Report. Within sixty (60) days following the expiration or termination of this Agreement, the Research Institution shall deliver to the Sponsor a comprehensive final report summarizing the outcomes of the Research Project.

Section 5: Mutual Confidentiality & Non-Disclosure

5.1 Definition of Confidential Information. "Confidential Information" means any proprietary technical, scientific, commercial, or financial information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") under this Agreement, which is marked as confidential or, if disclosed orally, is summarized in writing and marked as confidential within thirty (30) days of disclosure.

5.2 Exclusions. Confidential Information shall not include information that:

• Is or becomes publicly known through no breach of this Agreement by the Receiving Party;
• Was already known to the Receiving Party prior to disclosure without an obligation of confidentiality;
• Is independently developed by the Receiving Party without reference to or reliance upon the Disclosing Party's Confidential Information; or
• Is rightfully received from a third party without restriction on disclosure.

5.3 Obligation 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 reasonable care) and shall not disclose such Confidential Information to any third party without prior written consent, except to its employees, academic personnel, and contractors who have a need to know and are bound by confidentiality obligations at least as restrictive as those contained herein.

Section 6: Intellectual Property Ownership & Commercialization

6.1 Background IP. Each party shall retain all right, title, and interest in and to any intellectual property, inventions, technologies, and know-how owned or controlled by such party prior to the Effective Date or developed independently of this Agreement ("Background IP").

6.2 Foreground IP (Inventions). Title to all inventions, discoveries, data, software, and intellectual property conceived, generated, or reduced to practice solely by employees or agents of the Research Institution in the performance of the Research Project ("Foreground IP") shall vest exclusively in the Research Institution. Title to joint inventions shall be jointly owned in accordance with joint inventorship laws.

6.3 Option to License. The Research Institution hereby grants to the Sponsor an exclusive, option-to-negotiate a commercial, royalty-bearing license to practice the Research Institution's rights in the Foreground IP, exercisable within sixty (60) days following the disclosure of such Foreground IP to the Sponsor. The terms of such license shall be negotiated in good faith by the parties.

Section 7: Representations & Warranties

7.1 Authority. Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the individual executing this Agreement on its behalf has been duly authorized.

7.2 Disclaimer of Warranties. The Research Project is of an academic and experimental nature. Accordingly, the Research Institution provides the research services and any resulting deliverables, data, or Foreground IP "AS IS," without any warranties of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, or validity.

Section 8: Limitation of Liability & Indemnification

8.1 Limitation of Liability. Except for liability arising from breaches of confidentiality or gross negligence and willful misconduct, neither party shall be liable to the other for any indirect, incidental, consequential, special, or punitive damages, including loss of profits, revenue, data, or business opportunities, arising out of or in connection with this Agreement, even if advised of the possibility of such damages. The total aggregate liability of the Research Institution under this Agreement shall not exceed the total Research Funding actually paid by the Sponsor under this Agreement.

8.2 Indemnification. The Sponsor shall defend, indemnify, and hold harmless the Research Institution, its council members, officers, employees, students, and agents from and against any and all third-party claims, liabilities, losses, damages, costs, and expenses (including reasonable legal fees) arising out of or resulting from:

• The commercial use, manufacture, sale, or distribution of products, services, or processes derived by the Sponsor from the Research Project or Foreground IP; or
• The gross negligence or willful misconduct of the Sponsor, its agents, or employees.

Section 9: Dispute Resolution & Arbitration

9.1 Negotiation. In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, the parties shall first attempt in good faith to resolve the matter through senior management negotiations within thirty (30) days of receiving written notice of a dispute.

9.2 Arbitration. If the dispute cannot be resolved through negotiation, it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The seat of arbitration shall be Hong Kong. The tribunal shall consist of a single arbitrator. The language of the arbitration shall be English.

Section 10: Governing Law & Jurisdiction

10.1 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 laws of the Hong Kong Special Administrative Region, without regard to its conflict of laws principles.

10.2 Jurisdiction. Subject to Section 9, each party irrevocably submits to the non-exclusive jurisdiction of the courts of the Hong Kong Special Administrative Region for any judicial proceedings relating to this Agreement or enforcement of any arbitral award.

Section 11: Miscellaneous

11.1 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court or tribunal of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect.

11.2 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by facsimile, PDF, or electronic signature (such as DocuSign) shall be effective as an original.

11.3 Entire Agreement. This Agreement, including the attached 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, representations, understandings, and agreements, whether written or oral.

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4. EXECUTION & FORMAL SIGNATURE BLOCKS

IN WITNESS WHEREOF, the parties hereto have caused this Institutional Research Proposal and Sponsored Project Agreement to be duly executed by their respective authorized representatives as of the Effective Date written below.

FOR [RESEARCH INSTITUTION / COMPANY NAME]:

Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role, e.g., Director of Technology Transfer / Dean]
Company: [Institution Legal Name]
Date: [Date]

FOR [SPONSOR / CLIENT / COUNTERPARTY]:

Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role, e.g., Chief Executive Officer / Head of R&D]
Company: [Sponsor Legal Name]
Date: [Date]

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5. STEP-BY-STEP EXECUTION & FILING GUIDE

1. Document Preparation (Word / Google Docs):
   • Locate all bracketed fields designated with square brackets (e.g., [Company Full Legal Name], [Amount in USD]).
   • Replace each bracketed placeholder with the precise, verified legal data corresponding to the transaction. Ensure consistency of entity names across all schedules.
2. Review of Schedules:
   • Attach detailed technical specifications to Schedule A (Scope of Work & Research Proposal) and financial milestones to Schedule B before presenting the document for signature.
3. Verification of Authority:
   • Confirm that the signatories executing on behalf of both the Research Institution (e.g., HKU delegated authority) and the Sponsor possess active corporate authority and legal capacity to bind their respective organizations.
4. Digital Execution (DocuSign / Adobe Sign):
   • Upload the finalized clean copy into an enterprise-grade digital signature platform (such as DocuSign or Adobe Sign). Route for signature in the order of Sponsor followed by Research Institution (or vice versa). Ensure cryptographic audit trails are retained.
5. Post-Execution Filing & Record Retention:
   • Upon full execution, store the original digitally signed PDF in the institutional legal repository and contract lifecycle management (CLM) system. Maintain certified copies for accounting, auditing, and principal investigator tracking for a minimum period of seven (7) years following project expiration.