Research Proposal Template Iium

INSTITUTIONAL RESEARCH PROPOSAL & SPONSORED RESEARCH AGREEMENT

Document ID: IIUM-SRA-2023-V1.0
Effective Date: [Effective Date]
Version: 1.0
Governing Jurisdiction: Laws of Malaysia (Federal Territory of Kuala Lumpur)

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1. STATUTORY & LEGAL COMPLIANCE NOTICE

This document constitutes a binding legal agreement. The provisions contained herein have been drafted to comply with the Malaysian Contracts Act 1950, the Universities and University Colleges Act 1971, and applicable institutional governance frameworks of the International Islamic University Malaysia (IIUM). Modification of this template without prior review by the IIUM Office of Legal Advisor may result in jurisdictional unenforceability, regulatory non-compliance, and exposure to institutional liability. Users must ensure all bracketed variables are accurately completed prior to execution.

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2. PARTIES & RECITALS

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

1. INTERNATIONAL ISLAMIC UNIVERSITY MALAYSIA (IIUM), a public university established under the Universities and University Colleges Act 1971 and having its principal administrative office at Jalan Gombak, 53100 Kuala Lumpur, Malaysia (hereinafter referred to as the "University" or "Research Institution"), represented through its designated Kulliyyah/Research Centre [Insert Kulliyyah/Institute Name]; and

2. [Company Full Legal Name], a [Incorporation Type, e.g., corporation / private limited company] having its principal place of business at [Principal Address] (hereinafter referred to as the "Sponsor").

(The University and the Sponsor shall hereinafter be referred to individually as a "Party" and collectively as the "Parties".)

RECITALS

WHEREAS, the Sponsor desires to commission specific academic and applied research investigations as detailed in the Research Proposal attached hereto;
WHEREAS, the University possesses the requisite academic expertise, facilities, and personnel to execute the proposed research through its principal investigators and researchers; and
WHEREAS, the Parties intend to collaborate on the terms and conditions set forth herein to govern the conduct, funding, and exploitation of the resulting intellectual property;

NOW, THEREFORE, in consideration of the mutual covenants, promises, and conditions contained 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 & ENGAGEMENT

1.1 Research Program: The University agrees to use commercially reasonable efforts to perform and complete the research project entitled [Insert Formal Research Project Title] (the "Project"), as more fully described in the Research Proposal set forth in Schedule A of this Agreement.
1.2 Principal Investigator: The Project shall be directed and supervised by [Principal Investigator Name] (the "Principal Investigator"). If the Principal Investigator is unable or unwilling to continue to serve for any reason, and a mutually acceptable substitute is not appointed by the University within sixty (60) days, either Party may terminate this Agreement pursuant to Section 3.
1.3 Standard of Performance: The University shall conduct the Project in accordance with academic research standards, applicable laws, and institutional ethical guidelines. The Sponsor acknowledges that the University is an educational and research institution, and that research results cannot be guaranteed.

SECTION 2: COMPENSATION & PAYMENT TERMS

2.1 Total Consideration: In consideration of the performance of the Project, the Sponsor shall pay to the University the total sum of [Amount in USD / MYR] (the "Project Funds") in accordance with the milestone payment schedule set forth in Schedule B.
2.2 Invoicing & Payment Terms: The University shall issue invoices to the Sponsor in accordance with the payment milestones. All payments shall be made by the Sponsor within thirty (30) days of the date of each invoice via electronic wire transfer to the designated bank account of the University.
2.3 Late Payment Interest: Any invoice amount not paid when due shall accrue interest at the rate of one percent (1%) per month, or the maximum rate permitted by applicable law, whichever is lower, calculated from the date due until the date of actual payment.
2.4 Taxes: All sums payable under this Agreement are exclusive of any applicable value-added, sales, withholding, or similar taxes, which shall be borne solely by the Sponsor where legally mandated.

SECTION 3: TERM & TERMINATION

3.1 Term: This Agreement shall commence on the Effective Date and shall continue for a period of [Number] months/years, expiring on [Expiration Date], unless terminated earlier in accordance with this Section 3.
3.2 Termination for Convenience: The Sponsor may terminate this Agreement upon providing sixty (60) days prior written notice to the University. Upon such termination, the Sponsor shall pay all non-cancellable commitments, incurred expenses, and a pro-rata share of the research costs incurred up to the effective date of termination.
3.3 Termination for Cause: Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice detailing the breach.
3.4 Survival: Termination or expiration of this Agreement shall not affect any rights or obligations that have accrued prior to the date of termination, including confidentiality obligations and intellectual property protections.

SECTION 4: INTELLECTUAL PROPERTY OWNERSHIP & WORK MADE FOR HIRE

4.1 Background Intellectual Property: Each Party shall retain all right, title, and interest in and to its pre-existing intellectual property developed independently of this Agreement ("Background IP").
4.2 Project Intellectual Property: All intellectual property, inventions, data, designs, software, and discoveries conceived, reduced to practice, or generated solely by University personnel in the performance of the Project ("Project IP") shall be owned exclusively by the University. Jointly created intellectual property shall be jointly owned by the Parties.
4.3 Commercialization Rights: The University hereby grants to the Sponsor a [exclusive / non-exclusive], [royalty-bearing / royalty-free] option to negotiate a commercial license to the University’s interest in the Project IP, exercisable within ninety (90) days following the disclosure of such Project IP to the Sponsor.

SECTION 5: MUTUAL CONFIDENTIALITY & NON-DISCLOSURE

5.1 Definition: "Confidential Information" means any proprietary data, technical notes, trade secrets, or business information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") in connection with the Project, which is marked as confidential or reasonably understood to be confidential.
5.2 Obligations: The Receiving Party agrees to hold all Confidential Information in strict confidence, using the same degree of care it uses to protect its own proprietary information, and shall not disclose it to any third party without the prior written consent of the Disclosing Party, for a period of five (5) years from the date of disclosure.
5.3 Exclusions: Confidential Information shall not include information that: (a) is or becomes publicly known through no breach by the Receiving Party; (b) was already in the 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 or court order.

SECTION 6: REPRESENTATIONS & WARRANTIES

6.1 University Warranties: The University represents that it has the legal power and authority to enter into this Agreement and that the research personnel assigned to the Project possess the requisite qualifications.
6.2 Sponsor Warranties: The Sponsor represents and warrants that it possesses the financial capacity to fulfill its payment obligations under this Agreement and that the provision of funds does not violate any applicable anti-corruption or anti-money laundering laws.
6.3 Disclaimer: EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE UNIVERSITY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE RESEARCH, PROJECT IP, OR DELIVERABLES.

SECTION 7: LIMITATION OF LIABILITY & INDEMNIFICATION

7.1 Limitation of Liability: To the maximum extent permitted by applicable law, neither Party shall be liable to the other for any indirect, incidental, consequential, special, or punitive damages, including loss of profits or business interruption, arising out of this Agreement. The aggregate liability of the University under this Agreement shall not exceed the total Project Funds actually received by the University from the Sponsor.
7.2 Indemnification: The Sponsor agrees to defend, indemnify, and hold harmless the University, its officers, employees, and agents from and against any third-party claims, liabilities, losses, damages, or expenses (including reasonable legal fees) arising out of or resulting from the Sponsor’s commercialization, manufacture, or distribution of products based on the Project IP, or the Sponsor's breach of this Agreement.

SECTION 8: DISPUTE RESOLUTION & ARBITRATION

8.1 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 written notice.
8.2 Arbitration: If the dispute cannot be resolved through negotiation, it shall be referred to and finally resolved by arbitration administered by the Asian International Arbitration Centre (AIAC) in Kuala Lumpur, Malaysia, in accordance with the AIAC Arbitration Rules for the time being in force. The language of the arbitration shall be English, and the arbitral tribunal shall consist of a single arbitrator.

SECTION 9: GOVERNING LAW & JURISDICTION

9.1 This Agreement shall be governed by, construed, and enforced in accordance with the laws of Malaysia, without regard to its conflict of law principles. Subject to Section 8, the Parties submit to the exclusive jurisdiction of the courts of Malaysia located in Kuala Lumpur.

SECTION 10: MISCELLANEOUS

10.1 Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.
10.2 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. Electronic signatures shall be legally binding.
10.3 Entire Agreement: This Agreement, including all schedules and attachments, constitutes the entire understanding between the Parties concerning the subject matter hereof and supersedes all prior negotiations, representations, or agreements.

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4. EXECUTION & FORMAL SIGNATURE BLOCKS

IN WITNESS WHEREOF, the Parties hereto have caused this Sponsored Research Agreement to be duly executed by their respective authorized representatives as of the Effective Date written above.

FOR INTERNATIONAL ISLAMIC UNIVERSITY MALAYSIA (IIUM):

Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role, e.g., Deputy Rector / Director]
Company: International Islamic University Malaysia (IIUM)
Date: [Date]

FOR [COMPANY FULL LEGAL NAME]:

Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role, e.g., Chief Executive Officer / Director]
Company: [Company Legal Name]
Date: [Date]

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5. STEP-BY-STEP EXECUTION & FILING GUIDE

1. Document Customization: Open this document in Microsoft Word or Google Docs. Utilize the Find and Replace function to locate all bracketed variables (e.g., [Company Full Legal Name], [Amount in USD / MYR], [Effective Date]) and input the specific deal terms.
2. Schedule Attachment: Append the detailed technical scope of work as Schedule A and the financial milestone disbursement structure as Schedule B prior to execution.
3. Legal Review: Submit the populated draft to the IIUM Office of the Legal Advisor and the Research Management Centre (RMC) for institutional compliance verification.
4. Signatory Verification: Ensure that the individuals executing on behalf of the Sponsor possess verified corporate authority (via Board Resolution or Power of Attorney) and that the IIUM signatory holds the delegation of authority required under University statutes.
5. Digital Execution: Execute the finalized document via an institutional-grade digital signature platform (such as DocuSign or Adobe Sign) to secure cryptographic tamper-evidence and audit trails.
6. Record Retention: Upon full execution, the original digital master file must be lodged with the IIUM Research Management Centre (RMC), with certified copies transmitted to the Sponsor and the Office of the Legal Advisor for long-term secure archiving.