Research Proposal Template Rmit

INSTITUTIONAL RESEARCH PROPOSAL & SPONSORED RESEARCH AGREEMENT

Document ID: RMIT-SRA-2026-X091
Effective Date: [Effective Date]
Version: 4.2 (Institutional Enterprise Grade)
Governing Jurisdiction: Victoria, Australia / Federal Court of Australia

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1. STATUTORY & LEGAL COMPLIANCE NOTICE

CRITICAL LEGAL NOTICE: This Research Proposal and Subsequent Sponsored Research Agreement is an institutional-grade legal instrument designed for complex academic-industry partnerships. It contains strict provisions regarding intellectual property assignment, moral rights, export controls, liability limitations, and confidentiality. Jurisdictional enforceability varies by territory. Parties must ensure that all bracketed variables are systematically reviewed by qualified legal counsel prior to execution. Execution of this document binds the parties to mandatory binding arbitration and limits statutory liability under applicable commercial and higher education regulatory frameworks.

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2. PARTIES & RECITALS

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

Research Institution:
RMIT University (Royal Melbourne Institute of Technology), a body corporate established pursuant to the Royal Melbourne Institute of Technology Act 2010 (Vic), having its principal administrative offices at 124 La Trobe Street, Melbourne, Victoria 3000, Australia (hereinafter referred to as "RMIT" or the "Institution"), and

Sponsor / Counterparty:
[Company Full Legal Name], a [State/Country of Incorporation] corporation, having its principal place of business at [Principal Address] (hereinafter referred to as the "Sponsor").

RMIT and the Sponsor may individually be referred to as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, RMIT possesses world-class research facilities, academic personnel, and expertise in the fields of [Insert Research Fields, e.g., Advanced Manufacturing, Artificial Intelligence, Biomedical Engineering] and desires to advance scientific and technological knowledge;
WHEREAS, the Sponsor desires to commission RMIT to perform specific academic and applied research activities as detailed in the Research Proposal annexed hereto, subject to the terms and conditions set forth herein; and
WHEREAS, the Parties intend to collaborate for mutual educational, scientific, and commercial benefit under the governance of transparent intellectual property and compliance frameworks.

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

1. Scope of Services & Research Engagement

1.1 Research Program: RMIT shall use commercially reasonable efforts to perform and complete the academic and applied research project described in Schedule A (the "Research Proposal") attached hereto and incorporated herein by this reference (the "Research Services").
1.2 Principal Investigator: The research shall be directed and supervised by [Principal Investigator Name] (the "Principal Investigator" or "PI"). If the PI becomes unable or unwilling to continue the research, RMIT shall promptly notify the Sponsor and propose a mutually acceptable substitute researcher with equivalent qualifications. If the Parties fail to agree upon a substitute within thirty (30) days of such notice, either Party may terminate this Agreement pursuant to Section 4.
1.3 Standard of Performance: RMIT is an educational and research institution. Research services will be performed in accordance with academic standards and professional diligence. RMIT does not guarantee any specific commercial outcome, regulatory approval, or patent issuance as a result of the Research Services.
1.4 Independent Contractor Status: RMIT acts strictly as an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the Parties.

2. Compensation & Payment Terms

2.1 Total Consideration: In consideration for the performance of the Research Services and the grant of rights herein, the Sponsor shall pay to RMIT the total sum of [Amount in USD] ([Written Amount in USD]) in accordance with the milestone payment schedule set forth in Schedule B (the "Research Funding").
2.2 Invoicing & Payment Schedule: RMIT shall issue invoices to the Sponsor according to the milestones or calendar intervals outlined in Schedule B. All invoices are due and payable in full within thirty (30) days of the invoice date (Net 30). Payments shall be made via wire transfer in United States Dollars (USD) to the bank account designated in writing by RMIT.
2.3 Late Payments & Interest: Any undisputed amount not paid 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 lower, calculated from the date due until the date paid in full. RMIT reserves the right to suspend performance of the Research Services upon ten (10) days written notice if any invoice remains unpaid past its due date.
2.4 Taxes: The Research Funding is exclusive of all applicable federal, state, local, value-added, and withholding taxes. The Sponsor shall be solely responsible for all such taxes, duties, and levies, excluding taxes based solely on RMIT’s net income.

3. Term & Termination

3.1 Term: This Agreement shall commence on the Effective Date and shall continue in full force and effect until [End Date] or until the Research Services are completed and final deliverables are accepted, unless earlier terminated in accordance with this Section 3 (the "Term").
3.2 Termination for Convenience: The Sponsor may terminate this Agreement for convenience, in whole or in part, upon providing sixty (60) days prior written notice to RMIT. Upon such termination, the Sponsor shall pay RMIT for all non-cancelable commitments, incurred costs, and a pro-rata share of the Research Services performed up to the effective date of termination, plus a wind-down fee not to exceed fifteen percent (15%) of the remaining unpaid Research Funding.
3.3 Termination for Cause: Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches any term or condition of this Agreement and fails to cure such material breach within thirty (30) days following receipt of written notice specifying the breach.
3.4 Effect of Termination: Upon expiration or termination of this Agreement, RMIT shall promptly cease performance of the Research Services, and the Sponsor shall remit payment for all undisputed invoices and documented non-cancelable obligations incurred up to the date of termination. Sections 5, 6, 7, 8, 9, and 10 shall survive any expiration or termination of this Agreement.

4. Intellectual Property Ownership & Work Made for Hire

4.1 Background Intellectual Property: Each Party retains all right, title, and interest in and to its pre-existing intellectual property, know-how, data, and proprietary methodologies developed independently of this Agreement ("Background IP"). No license or right to Background IP is granted except as expressly provided herein.
4.2 Project Intellectual Project (Foreground IP): All inventions, discoveries, patents, copyrights, software, designs, and technical data conceived, reduced to practice, or first generated solely by RMIT personnel in the performance of the Research Services ("Foreground IP") shall be owned exclusively by RMIT. Jointly created Foreground IP shall be owned jointly by the Parties in accordance with joint inventorship laws.
4.3 Option to License: RMIT hereby grants to the Sponsor an exclusive, option to negotiate a commercial, royalty-bearing license to RMIT's sole Foreground IP, exercisable within ninety (90) days following the public disclosure or written notice of the creation of such Foreground IP. The terms of such commercial license shall be negotiated in good faith on fair market value terms.
4.4 Academic Publication Rights: RMIT researchers retain the academic right to publish, present, or otherwise publicly disclose the results of the research to fulfill academic requirements and advance scientific knowledge. RMIT shall provide the Sponsor with a copy of any proposed publication at least thirty (30) days prior to submission for publication or public disclosure. If the Sponsor identifies patentable Foreground IP within the draft publication, the Sponsor may request a delay in publication not to exceed sixty (60) days from receipt of the draft to enable the filing of patent applications.

5. Mutual Confidentiality & Non-Disclosure

5.1 Definition of Confidential Information: "Confidential Information" means all non-public, proprietary information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") that is marked as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
5.2 Exclusions: Confidential Information does not include information that: (a) is or becomes generally known to the public without breach of this Agreement; (b) was known to the Receiving Party prior to disclosure without confidentiality restrictions; (c) is independently developed by the Receiving Party without reference to or use of the Disclosing Party’s Confidential Information; or (d) is rightfully received from a third party without duty of confidentiality.
5.3 Obligations of Confidentiality: The Receiving Party shall hold the Disclosing Party's Confidential Information in strict confidence, using the same degree of care it uses to protect its own proprietary information (but no less than reasonable care), and shall not disclose it to any third party except to its employees, contractors, and professional advisors who have a need to know and are bound by confidentiality obligations at least as restrictive as those herein.
5.4 Compelled Disclosure: If the Receiving Party is legally compelled by subpoena, court order, or regulatory agency to disclose Confidential Information, it shall provide prompt written notice to the Disclosing Party to enable the Disclosing Party to seek a protective order.

6. Representations & Warranties

6.1 Corporate Authority: Each Party represents and warrants that it has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder, and that the individual executing this Agreement on its behalf is duly authorized.
6.2 Compliance with Laws: Each Party warrants that it shall comply with all applicable local, national, and international laws, regulations, export control statutes, and ethical standards in the performance of its obligations under this Agreement.
6.3 Disclaimer of Warranties: EXCEPT AS EXPRESSLY SET FORTH HEREIN, RMIT MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE RESEARCH SERVICES, RESEARCH PROPOSAL, OR FOREGROUND IP, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

7. Limitation of Liability & Indemnification

7.1 Consequential Damages Waiver: Neither Party shall be liable to the other for any indirect, incidental, consequential, special, punitive, or exemplary damages, including loss of profits, loss of revenue, loss of data, or business interruption, arising out of or in connection with this Agreement, regardless of the theory of liability.
7.2 Liability Cap: RMIT’s total cumulative aggregate liability arising under or relating to this Agreement, whether in contract, tort (including negligence), strict liability, or otherwise, shall be strictly limited to the total amount of Research Funding actually paid by the Sponsor to RMIT under this Agreement during the twelve (12) month period preceding the event giving rise to liability.
7.3 Sponsor Indemnification: The Sponsor shall defend, indemnify, and hold harmless RMIT, its Council members, officers, employees, agents, and students from and against any third-party claims, liabilities, losses, damages, judgments, and reasonable attorney's fees arising out of or resulting from: (a) the Sponsor's commercialization, manufacturing, distribution, or use of the Foreground IP or products developed therefrom; or (b) the Sponsor's material breach of this Agreement.

8. Dispute Resolution & Arbitration

8.1 Good Faith Negotiation: In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, the designated senior executives of each Party shall attempt in good faith to resolve such dispute through direct negotiations within thirty (30) days of receiving written notice of the dispute from either Party.
8.2 Binding Arbitration: If the dispute is not resolved through good faith negotiations, it shall be settled by final and binding arbitration administered by the Australian Centre for International Commercial Arbitration (ACICA) in accordance with its expedited arbitration rules. The place of arbitration shall be Melbourne, Victoria, Australia. The proceedings shall be conducted in the English language before a single arbitrator. The award rendered by the arbitrator shall be final, binding, and enforceable in any court of competent jurisdiction.

9. Governing Law & Jurisdiction

9.1 Applicable Law: This Agreement, and all claims or causes of action (whether in contract, tort, or statute) that may be based upon, arise out of, or relate to this Agreement, shall be governed by, enforced under, and construed in accordance with the substantive laws of the State of Victoria, Australia, without regard to its conflict of laws principles.
9.2 Jurisdiction: Subject to Section 8, each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of Victoria, Australia, and appellate courts thereof, for any legal action or proceeding arising out of this Agreement.

10. Miscellaneous

10.1 Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court 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.
10.2 Entire Agreement: This Agreement, including Schedules A and B, constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous negotiations, understandings, proposals, and agreements, whether written or oral.
10.3 Amendments & Waivers: No modification, amendment, or waiver of any provision of this Agreement shall be effective unless executed in writing by authorized representatives of both Parties. No failure or delay by either Party in exercising any right hereunder shall operate as a waiver thereof.
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 acts of God, flood, fire, earthquake, explosion, war, terrorism, epidemics, pandemics, government regulations, or other events beyond the reasonable control of the affected Party.
10.5 Counterparts & Electronic Signatures: This Agreement may be executed in 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 electronic mail (PDF) or digital signature platform (e.g., DocuSign, Adobe Sign) shall be equally effective as delivery of an original manual signature.

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4. EXECUTION & FORMAL SIGNATURE BLOCKS

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

FOR RMIT UNIVERSITY:

Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role, e.g., Pro Vice-Chancellor, Research & Innovation]
Company: RMIT University
Date: [Date]

FOR [COMPANY FULL LEGAL NAME]:

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

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5. STEP-BY-STEP EXECUTION & FILING GUIDE

Step 1: Document Customization & Review

• Open the document template in Microsoft Word or Google Docs.
• Locate all bracketed text fields highlighted with square brackets (e.g., [Company Full Legal Name], [Amount in USD], [Effective Date]).
• Replace all bracketed placeholders with precise, verified corporate and financial data. Ensure legal entity names match official registry filings (e.g., ASIC, Delaware Secretary of State).

Step 2: Verification of Signatory Authority

• Confirm that the individual executing on behalf of the Sponsor holds verified corporate authority (e.g., Director, CEO, or authorized delegate via Board Resolution) to bind the entity to financial and contractual obligations.
• Confirm that the RMIT signatory holds the required delegations of authority under the RMIT University Financial Delegations Policy.

Step 3: Execution via Digital Signature Platform

• Upload the finalized Agreement into an institutional-grade digital signature platform compliant with the Electronic Transactions Act 1999 (Cth) or equivalent international standards (e.g., DocuSign, Adobe Sign).
• Route the document first to the Sponsor representative for execution, followed by the RMIT authorized signatory.
• Ensure automated audit trails and cryptographic certificates of completion are generated upon execution.

Step 4: Record Retention & Compliance Filing

• Upon full execution, generate a certified PDF copy of the complete Agreement (including Schedules A and B).
• File the master copy within the RMIT Enterprise Contract Management System (CMS) and concurrently transmit a verified digital copy to the Sponsor’s legal operations department.
• Set calendar alerts for key milestone deadlines, intellectual property option expiration windows (90 days post-disclosure), and agreement termination dates.