Research Proposal Template University of Melbourne

INSTITUTIONAL RESEARCH PROPOSAL & SPONSORED RESEARCH AGREEMENT

Document ID: UOM-SRA-202X-0849
Effective Date: [Effective Date]
Version: 4.2
Governing Jurisdiction: Victoria, Australia

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1. STATUTORY & LEGAL COMPLIANCE NOTICE

CRITICAL LEGAL NOTICE: This document is an institutional-grade Sponsored Research Agreement and Proposal Template structured for use by the University of Melbourne and external funding partners, industrial sponsors, or collaborative institutions. This template incorporates provisions designed to comply with Australian contract law, Victorian statutory frameworks, intellectual property principles governing public higher education institutions, and international research standards.

Execution of this document creates binding legal obligations. Parties are strongly advised to seek independent legal counsel before execution. Modifications to jurisdictional clauses, intellectual property allocations, or liability caps may alter the legal enforceability of this agreement under specific foreign or domestic laws.

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2. PARTIES & RECITALS

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

1. THE UNIVERSITY OF MELBOURNE, a body corporate established pursuant to the University of Melbourne Act 1909 (Vic), having its principal administrative offices at Grattan Street, Parkville, Victoria 3010, Australia ("University"); and
2. [Company Full Legal Name], a [State/Country of Incorporation] corporation, having its principal place of business at [Principal Address] ("Sponsor").

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

RECITALS

WHEREAS, the University possesses world-class research facilities, academic expertise, and personnel capable of conducting advanced academic and applied research;
WHEREAS, the Sponsor desires to engage the University to perform the research project described herein, and the University has agreed to undertake such research in furtherance of its educational and charitable mission; and
WHEREAS, the Parties intend that all research conducted pursuant to this Agreement shall be performed in accordance with the highest standards of academic integrity, ethical compliance, and professional rigor.

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 Research Project. The University shall use commercially reasonable efforts to perform and complete the research project entitled [Insert Research Project Title] (the "Research Project"), as more fully detailed in the Research Proposal and Statement of Work attached hereto as Exhibit A (the "Statement of Work").
1.2 Standard of Performance. The University shall conduct the Research Project in accordance with academic standards and professional diligence, utilizing suitably qualified personnel. The Sponsor acknowledges and agrees that the University is a teaching and research institution; therefore, the Research Project will be conducted in a manner consistent with academic freedom, the generation of public knowledge, and the publication of educational outcomes, subject to the confidentiality provisions set forth herein.
1.3 Principal Investigator. The Research Project shall be supervised and directed by [Name of Principal Investigator] as Principal Investigator (the "Principal Investigator"). If the Principal Investigator becomes unable or unwilling to continue the direction of the Research Project, 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 notice, either Party may terminate this Agreement pursuant to Section 3.2.
1.4 No Guaranteed Results. The Sponsor explicitly acknowledges that research is inherently uncertain. The University makes no warranties, express or implied, that the Research Project will be successful, that any specific results, data, or inventions will be generated, or that any commercial product will be successfully developed as a result of the Research Project.

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 University the total sum of [Amount in USD / AUD] (the "Research Funding"), payable in accordance with the milestone payment schedule set forth in Exhibit B.
2.2 Invoicing and Payment. The University shall issue invoices to the Sponsor in accordance with the milestone schedule or upon completion of specific project phases as outlined in Exhibit B. All invoices shall be paid by the Sponsor in cleared funds within thirty (30) days of the date of receipt of the invoice. Payments shall be made in the currency specified in Exhibit B via electronic funds transfer to the bank account designated by the University.
2.3 Late Payment Interest. Any undisputed amounts not paid by the Sponsor 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 due date until the date of actual payment in full.
2.4 Taxes. All sums payable under this Agreement are exclusive of Goods and Services Tax (GST), Value Added Tax (VAT), withholding taxes, or any other applicable governmental taxes or duties. The Sponsor shall be solely responsible for all such taxes, duties, and governmental charges, excluding taxes based solely upon the net income of the University.

SECTION 3: TERM & TERMINATION

3.1 Term. This Agreement shall commence on the Effective Date and shall continue in full force and effect until [Project End Date] or until the Research Project is completed and all deliverables are provided, unless terminated earlier in accordance with the provisions of this Section 3 (the "Term").
3.2 Termination for Convenience. The Sponsor may terminate this Agreement at any time, for any reason or no reason, upon providing sixty (60) days prior written notice to the University. Upon receipt of such notice, the University shall immediately cease all non-cancellable commitments and winding down activities.
3.3 Termination for Material Breach. If either Party commits a material breach of any provision of this Agreement, the non-breaching Party may provide written notice specifying the nature of the breach and demanding cure. If the breaching Party fails to cure such material breach within thirty (30) days of receipt of such written notice, this Agreement shall automatically terminate at the expiration of the cure period.
3.4 Termination for Insolvency. Either Party may terminate this Agreement immediately upon written notice if the other Party becomes insolvent, makes an assignment for the benefit of creditors, files a petition in bankruptcy, has a receiver or administrator appointed over any portion of its assets, or is wound up or dissolved.
3.5 Consequences of Termination. Upon termination of this Agreement for any reason: (a) The Sponsor shall pay the University for all research costs incurred, non-cancellable commitments made, and proportionate fees earned up to the effective date of termination, plus all reasonable wind-down costs incurred by the University as a direct result of early termination. (b) Each Party shall promptly return or destroy (at the disclosing Party's election) all Confidential Information received from the other Party, subject to the retention of one archival copy by each Party solely for legal compliance and compliance records.

SECTION 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 respective intellectual property created, acquired, or developed prior to the Effective Date or independently of this Agreement ("Background IP"). No license or right to Background IP is granted or implied under this Agreement except as expressly stated herein.
4.2 Project Intellectual Property. All intellectual property, inventions, discoveries, data, software, designs, and works of authorship conceived, reduced to practice, or generated solely by employees or agents of the University in the performance of the Research Project (collectively, "Project IP") shall be owned exclusively by the University.
4.3 Joint Intellectual Property. Intellectual property conceived, reduced to practice, or generated jointly by employees of the University and employees of the Sponsor in the performance of the Research Project shall be jointly owned by the Parties ("Joint IP").
4.4 Sponsor Option to License. The University hereby grants to the Sponsor an exclusive, first-right-of-refusal option to negotiate a commercial, royalty-bearing license to the University's interest in Project IP and Joint IP upon commercially reasonable terms, to be negotiated in good faith for a period of ninety (90) days following the disclosure of such IP to the Sponsor.
4.5 Academic Publication Rights. Recognizing the fundamental mission of the University to disseminate knowledge, the University retains the absolute right to publish, present, or otherwise publicly disclose research methods and results derived from the Research Project. The University 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 notifies the University in writing within thirty (30) days that the proposed publication contains patentable subject matter or Sponsor Confidential Information, the University shall delay publication for an additional period not to exceed sixty (60) days to enable the filing of patent applications or the redaction of proprietary information.

SECTION 5: MUTUAL CONFIDENTIALITY & NON-DISCLOSURE

5.1 Definition of Confidential Information. "Confidential Information" means any proprietary or non-public information disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party") in connection with this Agreement, whether orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
5.2 Obligations of Confidentiality. The Receiving Party shall hold all Confidential Information in strict confidence, shall use the same degree of care it uses to protect its own confidential information of like nature (but no less than a reasonable standard of care), and shall not disclose such Confidential Information to any third party, except to its employees, contractors, and professional advisors who have a need to know and who are bound by written confidentiality obligations at least as restrictive as those contained herein.
5.3 Exclusions. Confidential Information shall not include information that: (a) Is or becomes generally known 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 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 any obligation owed to the Disclosing Party.

SECTION 6: REPRESENTATIONS & WARRANTIES

6.1 University Representations. The University represents and warrants that: (a) It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation; (b) It has full power and authority to enter into this Agreement and perform its obligations hereunder; and (c) The execution and delivery of this Agreement have been duly authorized by all necessary corporate and institutional action. 6.2 Sponsor Representations. The Sponsor represents and warrants that: (a) It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation; (b) It has full corporate power and authority to enter into this Agreement and perform its obligations hereunder; and (c) The funds provided under this Agreement are derived from lawful sources and do not violate any anti-money laundering or sanctions laws. 6.3 Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 6, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, REGARDING ANY MATTER WHATSOEVER, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE.

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, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, OR LOSS OF BUSINESS OPPORTUNITY, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.2 Liability Cap. EXCEPT FOR BREACHES OF CONFIDENTIALITY, INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR GROSS NEGLIGENCE/WILLFUL MISCONDUCT, THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT SHALL UNDER NO CIRCUMSTANCES EXCEED THE TOTAL RESEARCH FUNDING PAID OR PAYABLE 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, demands, judgments, and expenses (including reasonable legal fees) arising out of or resulting from: (a) the commercialization, manufacture, distribution, or use of any product, service, or process by the Sponsor derived from the Research Project; (b) any breach of this Agreement by the Sponsor; or (c) the gross negligence or willful misconduct of the Sponsor or its personnel.

SECTION 8: DISPUTE RESOLUTION & ARBITRATION

8.1 Negotiation in Good Faith. In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, including its formation, performance, breach, termination, or validity (a "Dispute"), the designated senior representatives of the Parties shall first attempt to resolve such Dispute through good-faith negotiations over a period of thirty (30) days.
8.2 Binding Arbitration. If the Dispute cannot be resolved through good-faith negotiations within thirty (30) days, the Dispute shall be finally settled by 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, and the arbitral tribunal shall consist of a single arbitrator. The award rendered by the arbitrator shall be final and binding upon both Parties and may be enforced in any court of competent jurisdiction.

SECTION 9: GOVERNING LAW & JURISDICTION

9.1 Governing 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 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, suit, or proceeding arising out of or relating to this Agreement.

SECTION 10: MISCELLANEOUS

10.1 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 of this Agreement shall remain in full force and effect.
10.2 Entire Agreement. This Agreement, together with Exhibits A and B, constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, negotiations, representations, and agreements, whether written or oral.
10.3 Amendments and Waivers. No amendment, modification, 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, power, or remedy under this Agreement shall operate as a waiver thereof.
10.4 Force Majeure. Neither Party shall be held liable or responsible to the other Party for any failure or delay in fulfilling or performing any obligation under this Agreement when such failure or delay is caused by acts of God, natural disasters, war, terrorism, civil unrest, epidemic, pandemic, governmental restrictions, utility failures, or other events beyond the reasonable control of the affected Party.
10.5 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 electronic signature platforms (such as DocuSign or Adobe Sign) shall be legally binding.

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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 below.

FOR THE UNIVERSITY OF MELBOURNE:

Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role, e.g., Deputy Vice-Chancellor (Research)]
Company: The University of Melbourne
Date: [Date]

FOR [COMPANY FULL LEGAL NAME]:

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

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5. STEP-BY-STEP EXECUTION & FILING GUIDE

1. Document Preparation (Microsoft Word / Google Docs):

   • Locate all bracketed placeholders (e.g., [Company Full Legal Name], [Principal Address], [Effective Date], [Amount in USD / AUD]).
   • Replace every bracketed field with exact, verified legal data. Do not leave placeholder abbreviations or generic text.
   • Attach finalized technical specifications to Exhibit A (Statement of Work) and payment milestones to Exhibit B.

2. Legal and Institutional Review:

   • Submit the populated draft to the University of Melbourne’s Legal and Governance (or Research Contracts) office for review.
   • Ensure the Sponsor's legal department reviews intellectual property allocations (Section 4) and liability caps (Section 7) to prevent execution delays.

3. Signatory Authority Verification:

   • Confirm that the individual executing on behalf of the Sponsor holds formal corporate authority (e.g., Director, CEO, or delegated signatory pursuant to a Board Resolution).
   • Confirm University delegation of authority policies regarding research funding thresholds.

4. Digital Execution (DocuSign / Adobe Sign / Wet Ink):

   • Upload the finalized document into an institutional electronic signature platform with audit trail logging enabled.
   • Route for execution first to the Sponsor, and countersign via University authorized delegates.

5. Record Retention & Archiving:

   • Upon full execution, store the master PDF/A document in the institutional contract management repository (e.g., University Research Enterprise Information System).
   • Retain fully executed copies for a minimum of seven (7) years following the expiration or termination of the Agreement, or as otherwise mandated by institutional records retention schedules.