Research Proposal Template University of Adelaide

INSTITUTIONAL RESEARCH PROPOSAL AND SPONSORED RESEARCH AGREEMENT

Document ID: UOA-SRA-2026-V1.0
Effective Date: [Effective Date]
Version: 1.0
Governing Jurisdiction: South Australia, Australia

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1. STATUTORY & LEGAL COMPLIANCE NOTICE

This institutional research proposal template and the subsequent Sponsored Research Agreement incorporate legal frameworks, institutional policies, and statutory compliance mandates pertinent to the University of Adelaide, established pursuant to the University of Adelaide Act 1971 (SA).

This instrument is drafted to ensure complete enforceability across domestic and international research engagements. Parties execute this document acknowledging that cross-border research projects, clinical trials, or technical deployments may be subject to additional export control regulations (including the Defence Trade Controls Act 2012 (Cth)), foreign interference transparency schemes, and international intellectual property treaties. Legal counsel should be retained to review jurisdiction-specific modifications prior to execution.

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2. PARTIES & RECITALS

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

Party A: THE UNIVERSITY OF ADELAIDE, an institutional body corporate established pursuant to the University of Adelaide Act 1971, having its principal administrative offices at North Terrace, Adelaide, South Australia 5005, Australia ("University"); and

Party B: [Client Full Legal Name], a [State/Country of Incorporation] corporation, having its principal place of business at [Principal Address] ("Sponsor").

RECITALS

WHEREAS, the University possesses world-class research facilities, academic expertise, and personnel capable of conducting advanced scientific, technical, and academic research;

WHEREAS, the Sponsor desires to engage the University to perform certain research activities as more fully described in the Research Proposal and Scope of Work attached hereto; and

WHEREAS, the parties intend to collaborate under mutually agreed terms concerning project funding, the management of intellectual property, confidentiality, and publication rights.

NOW, THEREFORE, in consideration of the mutual covenants, promises, and conditions contained herein, and intending to be legally bound, 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. The University shall use commercially reasonable efforts to conduct and complete the research program outlined in Schedule A (the "Research Program"), titled [Project Title], under the direction and supervision of [Principal Investigator Name] as Principal Investigator. 1.2 Standard of Performance. The University shall perform the Research Program in accordance with generally accepted academic research standards and professional practices. The University does not guarantee a specific commercial, technical, or clinical outcome, nor does it warrant that the Research Program will be free from error or that any desired commercial result will be achieved. 1.3 Key Personnel. If the Principal Investigator becomes unable or unwilling to continue the direction of the Research Program, the University shall promptly notify the Sponsor and propose a mutually acceptable substitute. If the parties cannot agree upon a substitute within thirty (30) days of such notification, either party may terminate this Agreement pursuant to Section 3.

2. COMPENSATION & PAYMENT TERMS

2.1 Total Consideration. In consideration for the performance of the Research Program and the grant of rights herein, the Sponsor shall pay to the University the total sum of [Amount in USD/AUD] ("Total Contract Value") in accordance with the milestone payment schedule set forth in Schedule B. 2.2 Invoicing. The University shall issue invoices to the Sponsor for each milestone or installment as specified in Schedule B. Each invoice shall be sent to [Sponsor Billing Contact Email/Address]. 2.3 Payment Terms. All payments due under this Agreement shall be paid in [Currency, e.g., AUD/USD] by electronic funds transfer to the University’s designated bank account within thirty (30) calendar days of the date of the University’s invoice. 2.4 Late Interest. Any undisputed amounts not paid when due shall accrue interest at the rate of one percent (1.0%) per month, or the maximum rate permitted by applicable law, whichever is less, calculated from the date payment was due until the date paid in full. 2.5 Taxes. The Total Contract Value is exclusive of all applicable taxes, including Goods and Services Tax (GST), value-added taxes, withholding taxes, or duties. The Sponsor shall be solely responsible for all such taxes, duties, and governmental charges imposed upon or measured by the transaction contemplated herein, excluding taxes based solely on the University’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 Program is completed and all deliverables are accepted, unless earlier terminated in accordance with this Section 3. 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 University. 3.3 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any of its representations, warranties, or material obligations hereunder, and fails to cure such material breach within thirty (30) days after receipt of written notice specifying the breach in reasonable detail. 3.4 Effect of Termination. Upon any termination of this Agreement: (a) The University shall immediately cease performance of the Research Program to the extent commercially reasonable and consistent with safety and ethical requirements; (b) The Sponsor shall pay the University for all non-cancelable commitments, non-recoverable expenses incurred prior to the effective date of termination, and a pro-rata share of the research costs for services performed up to the date of termination; (c) Each party shall return or destroy all Confidential Information of the other party in accordance with Section 5.

4. INTELLECTUAL PROPERTY OWNERSHIP & WORK MADE FOR HIRE

4.1 Background IP. Each party shall retain sole and exclusive ownership of all right, title, and interest in and to any intellectual property, technology, data, and know-how owned or controlled by such party prior to the Effective Date or developed independently of this Agreement ("Background IP"). 4.2 Project IP. Title to all inventions, discoveries, software, data, works of authorship, and intellectual property conceived, generated, or reduced to practice solely by University personnel in the course of performing the Research Program ("Project IP") shall vest exclusively in the University. 4.3 Joint IP. Intellectual property conceived, generated, or reduced to practice jointly by employees of both the University and the Sponsor shall be jointly owned by the University and the Sponsor ("Joint IP") in accordance with joint ownership laws of the governing jurisdiction, without an accounting obligation to the other party, unless otherwise agreed in writing. 4.4 Sponsor Option to License. The University grants to the Sponsor an exclusive, first-negotiation option to obtain a commercial, royalty-bearing license to the University’s rights in Project IP and Joint IP upon commercial terms to be negotiated in good faith, provided that the Sponsor exercises such option in writing within ninety (90) days following disclosure of the Project IP by the University.

5. MUTUAL CONFIDENTIALITY & NON-DISCLOSURE

5.1 Definition. "Confidential Information" means any proprietary technical, scientific, business, or financial information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") under this Agreement that is marked as confidential or, if disclosed orally, is identified as confidential at the time of disclosure and reduced to a written summary marked "Confidential" within thirty (30) days of disclosure. 5.2 Obligations. 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 confidential information of like nature (but no less than a reasonable degree of care), and shall not disclose it to any third party without the prior written consent of the Disclosing 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. 5.3 Exclusions. Confidential Information shall not include information that: (a) Is or becomes generally available to the public through no breach of this Agreement by the Receiving Party; (b) Was already known to the Receiving Party prior to disclosure without an obligation of confidentiality; (c) Is independently developed by the Receiving Party without reference to or reliance upon the Disclosing Party’s Confidential Information; or (d) Is rightfully received from a third party without restriction and without breach of this Agreement. 5.4 Required Disclosure. If the Receiving Party is required by law, court order, or governmental agency to disclose any Confidential Information, it shall provide prompt written notice to the Disclosing Party to enable the Disclosing Party to seek a protective order or other appropriate remedy.

6. REPRESENTATIONS & WARRANTIES

6.1 Mutual Warranties. Each party represents and warrants to the other that: (a) It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or establishment; (b) It has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder; and (c) The execution, delivery, and performance of this Agreement do not conflict with any other agreement, instrument, or law to which it is bound. 6.2 University Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE RESEARCH PROGRAM AND ALL RESULTS, DATA, DELIVERABLES, AND INTELLECTUAL PROPERTY ARE PROVIDED "AS IS" AND "AS AVAILABLE." THE UNIVERSITY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR VALIDITY OF INTELLECTUAL PROPERTY RIGHTS.

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, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 7.2 Aggregate Liability Cap. The University’s total aggregate liability arising out of or relating to this Agreement, under any legal theory (whether in contract, tort, negligence, strict liability, or otherwise), shall be strictly limited to the total fees actually paid by the Sponsor to the University under this Agreement. 7.3 Sponsor Indemnification. The Sponsor shall defend, indemnify, and hold harmless the University, its council members, officers, employees, agents, and students from and against any and all third-party claims, liabilities, losses, damages, judgments, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from: (a) The commercialization, manufacture, use, sale, or distribution of any product, service, or process by the Sponsor derived from Project IP or Results; (b) Any breach by the Sponsor of its obligations, representations, or warranties under this Agreement; or (c) The negligence or willful misconduct of the Sponsor, its agents, or employees.

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 designated representatives of the parties shall first attempt to resolve the dispute through good-faith negotiations for a period of thirty (30) days. 8.2 Mediation. If the dispute is not resolved through negotiation within thirty (30) days, the parties shall submit the dispute to mediation administered by the Australian Centre for International Commercial Arbitration (ACICA) in accordance with its mediation rules. 8.3 Arbitration. If the dispute cannot be resolved through mediation within sixty (60) days of commencement, the dispute shall be finally settled by arbitration administered by ACICA under the ACICA Arbitration Rules. The place of arbitration shall be Adelaide, South Australia. The proceedings shall be conducted in the English language before a single arbitrator. The award rendered by the arbitrator shall be final and binding upon both parties.

9. GOVERNING LAW & JURISDICTION

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 laws of the State of South Australia, without regard to its conflict of laws principles. 9.2 Jurisdiction. Subject to Section 8, each party irrevocably submits to the exclusive jurisdiction of the courts of South Australia and courts competent to hear appeals therefrom, waiving any objection to venue or inconvenient forum.

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 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. Execution and delivery via electronic signature (such as DocuSign or Adobe Sign) or PDF exchange shall be legally binding. 10.3 Entire Agreement. This Agreement, including the attached Schedules, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations, and understandings, whether written or oral. 10.4 Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement (other than for the payment of money) to the extent such failure or delay is caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, pandemics, or governmental restrictions.

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4. EXECUTION & FORMAL SIGNATURE BLOCKS

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

FOR THE UNIVERSITY OF ADELAIDE:

Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role, e.g., Director, Research Services]
Company: The University of Adelaide
Date: [Date]

FOR [SPONSOR FULL LEGAL NAME]:

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

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5. STEP-BY-STEP EXECUTION & FILING GUIDE

1. Document Review & Customization: Open this template in Microsoft Word or Google Docs. Replace all bracketed placeholder text (e.g., [Client Full Legal Name], [Amount in USD/AUD], [Effective Date]) with accurate project-specific data. Ensure that Schedules A (Scope of Work) and B (Milestone Payment Schedule) are fully drafted and appended.
2. Authority Verification: Verify that the individual signing on behalf of the Sponsor holds corporate, statutory, or delegated authority to bind the entity to financial and legal obligations. For the University of Adelaide, ensure approvals are obtained from Research Services and legal counsel pursuant to institutional delegation matrices.
3. Digital Execution (Recommended): Upload the finalized agreement to an enterprise-grade digital signature platform such as DocuSign or Adobe Sign. Route the document sequentially to the Sponsor signatory first, followed by the University's authorized institutional signatory.
4. Post-Execution Record Retention: Upon full execution, generate a certified digital PDF copy. Store the executed agreement in the University’s central research contract repository (e.g., Lucinda / Research Master) and the Sponsor’s contract management system. Retain records for a minimum of seven (7) years following project completion or as mandated by statutory audit requirements.