Research Proposal Template Wits

INSTITUTIONAL RESEARCH PROPOSAL AND ENGAGEMENT MASTER AGREEMENT

Document ID: WITS-RPA-202X-0891
Effective Date: [Effective Date]
Version: 4.2 (Enterprise Institutional Grade)
Governing Jurisdiction: Republic of South Africa / Province of Gauteng

---

1. STATUTORY & LEGAL COMPLIANCE NOTICE

This Research Proposal and Engagement Master Agreement (the "Agreement") contains legally binding terms governing the commissioning, execution, funding, and intellectual property allocation of institutional academic and commercial research.

Jurisdictional Disclaimer: This document is drafted in accordance with the common law principles of contract and statutory frameworks of the Republic of South Africa, including the Higher Education Act 101 of 1997, the Protection of Personal Information Act 4 of 2013 (POPIA), and the Patents Act 57 of 1978. Parties utilizing this template in alternative jurisdictions must ensure local legal counsel reviews all provisions regarding statutory employee inventions, export controls, and sovereign immunity. Execution of this document binds the undersigned institutional entities to strict performance obligations.

---

2. PARTIES & RECITALS

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

1. [Institution Full Legal Name], a higher education institution and statutory body corporate established under the laws of the Republic of South Africa, having its principal administrative offices at [Principal Institutional Address] (hereinafter referred to as the "Institution" or "Wits" where applicable), represented herein by [Authorized Institutional Representative Name], in their capacity as [Title / Role]; and
2. [Client Full Legal Name], a [Jurisdiction of Incorporation] [Entity Type, e.g., corporation / private limited company], having its principal place of business at [Principal Address] (hereinafter referred to as the "Sponsor" or "Client"), represented herein by [Authorized Signatory Name], in their capacity as [Title / Role].

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

RECITALS

WHEREAS, the Institution possesses world-class academic expertise, research infrastructure, and scholarly personnel capable of conducting specialized empirical and theoretical research;

WHEREAS, the Sponsor desires to commission the Institution to conduct specific academic and applied research investigations as detailed in the Research Proposal attached hereto; and

WHEREAS, the Parties intend to collaborate under terms that safeguard academic freedom, ensure appropriate financial compensation, govern intellectual property rights equitably, and protect confidential information.

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:

---

3. EXHAUSTIVE OPERATIVE CLAUSES & LEGAL TERMS

SECTION 1: SCOPE OF SERVICES & RESEARCH ENGAGEMENT

1.1 Research Proposal Incorporation. The Institution shall perform the research project formally titled [Exact Title of Research Project] (the "Project"), as more fully described in the Statement of Work and Research Proposal attached hereto as Exhibit A (the "Scope of Work"). 1.2 Academic Independence. The Institution shall maintain sole operational, methodological, and academic control over the execution of the Project. Nothing in this Agreement shall be construed to restrict the Institution’s academic freedom or its core mission to disseminate research findings for educational and public benefit, subject to the confidentiality and publication delay provisions set forth in Section 5. 1.3 Principal Investigator. The Project shall be conducted under the direct supervision and leadership of [Principal Investigator Full Name] acting as the Principal Investigator (the "PI"). If the PI becomes unable or unwilling to continue supervision of the Project, the Institution shall promptly notify the Sponsor and propose a qualified substitute within thirty (30) calendar days. If the Sponsor does not reasonably approve the substitute, either Party may terminate this Agreement pursuant to Section 3. 1.4 Modifications to Scope. Any material changes, expansions, or reductions to the Scope of Work must be documented in a formal written amendment (a "Change Order") signed by the authorized representatives of both Parties before any adjusted work commences or additional costs are incurred.

SECTION 2: COMPENSATION & PAYMENT TERMS

2.1 Total Contract Value. In consideration for the performance of the Scope of Work, the Sponsor shall pay to the Institution the total fixed/cost-reimbursable sum of [Amount in USD / ZAR], exclusive of applicable Value-Added Tax (VAT), sales taxes, or withholding taxes, payable in accordance with the Milestone Payment Schedule set forth in Exhibit B. 2.2 Invoicing and Payment Mechanics. The Institution shall issue formal, tax-compliant invoices to the Sponsor upon the achievement of specific project milestones or at the calendar intervals specified in Exhibit B. All invoices shall be due and payable by the Sponsor within thirty (30) calendar days of the invoice receipt date (the "Due Date"). Payment shall be made via electronic funds transfer (EFT) in immediately available funds to the bank account designated in writing by the Institution. 2.3 Late Payment Interest. If the Sponsor fails to remit any undisputed payment by the Due Date, the outstanding balance shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, calculated on a daily basis from the Due Date until the date of actual receipt by the Institution. 2.4 Suspension of Performance. If any invoice remains unpaid for more than forty-five (45) calendar days past the Due Date, the Institution reserves the right, upon providing ten (10) business days' prior written notice, to suspend all research activities, laboratory access, and deliverables until all overdue balances and accrued interest are paid in full. 2.5 Direct Project Costs and Overruns. Unless explicitly designated as a cost-reimbursable budget in Exhibit B, the contract value is fixed. The Institution shall not be bound to expend funds in excess of the agreed budget. If unforeseen technical hurdles or cost increases threaten to exceed the budget, the Institution shall notify the Sponsor immediately; however, the Institution shall have no obligation to perform further work exceeding the budgeted funds unless the Parties execute a written Change Order increasing the compensation.

SECTION 3: TERM & TERMINATION

3.1 Term of Agreement. This Agreement shall commence on the Effective Date and shall continue in full force and effect until [Project End Date] or until the Scope of Work is fully completed and final deliverables are accepted, unless earlier terminated in accordance with this Section 3. 3.2 Termination for Convenience. The Sponsor may terminate this Agreement for convenience at any time upon providing sixty (60) calendar days’ prior written notice to the Institution. Upon receipt of such notice, the Institution shall immediately take all reasonable steps to mitigate ongoing costs. The Sponsor shall pay the Institution for:

• All research services satisfactorily performed up to the effective date of termination;
• All non-cancellable commitments, financial obligations, and contractual liabilities incurred by the Institution prior to the notice of termination (including equipment orders, vendor contracts, and researcher salaries); and
• A reasonable close-out fee representing administrative winding-down costs not to exceed fifteen percent (15%) of the remaining unbilled contract value. 3.3 Termination for Material Breach. Either Party may terminate this Agreement immediately upon written notice if the other Party commits a material breach of any provision hereof and fails to cure such material breach within thirty (30) calendar days after receipt of written notice detailing the specific breach. 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 ceases to conduct business in the ordinary course. 3.5 Survival of Obligations. Termination or expiration of this Agreement shall not affect any rights or obligations that have accrued prior to the date of termination, nor shall it affect any provisions that expressly or by their nature survive termination, including Sections 4 (IP), 5 (Confidentiality), 7 (Limitation of Liability), 8 (Dispute Resolution), and 9 (Governing Law).

SECTION 4: INTELLECTUAL PROPERTY OWNERSHIP & WORK MADE FOR HIRE

4.1 Background Intellectual Property. Each Party shall retain sole, exclusive ownership of all patents, copyrights, trademarks, trade secrets, data, software, methodologies, and proprietary materials owned or controlled by that Party prior to the Effective Date or developed independently outside the scope of this Agreement ("Background IP"). Neither Party grants any license to its Background IP to the other Party except as expressly authorized herein to the limited extent necessary to perform the Project. 4.2 Foreground Intellectual Property (Inventions). All intellectual property, inventions, discoveries, designs, data, algorithms, and technical information conceived, first reduced to practice, or generated solely by employees, agents, or students of the Institution in the direct performance of the Project ("Foreground IP") shall be the exclusive property of the Institution. 4.3 Joint Foreground IP. Foreground IP jointly conceived or created by employees of both Parties shall be jointly owned by the Institution and the Sponsor as co-owners under applicable patent and copyright laws, with each Party holding an undivided interest without an accounting obligation to the other, unless otherwise agreed in writing. 4.4 Option to License Commercial Rights. The Institution hereby grants to the Sponsor an exclusive, time-limited option to negotiate a commercial, royalty-bearing license to the Institution’s right, title, and interest in the Foreground IP. This option shall be exercisable by written notice to the Institution within ninety (90) calendar days following the delivery of the final research report or the filing of any provisional patent application covering the Foreground IP. The terms and conditions of such commercial license shall be negotiated in good faith on commercially reasonable market terms. If the Sponsor declines the option or fails to conclude a license agreement within one hundred and eighty (180) calendar days of exercising the option, the Institution shall be free to license the Foreground IP to third parties without any further obligation to the Sponsor. 4.5 Academic Publication Rights. The Institution retains the absolute right to publish, present, and teach academic papers, dissertations, and research findings derived from the Project, preserving academic freedom and institutional prestige. To protect patentable Foreground IP, the Institution shall submit any proposed publication or public presentation to the Sponsor for review at least thirty (30) calendar days prior to submission for publication. If the Sponsor determines that the proposed publication contains patentable Foreground IP, the Sponsor may request in writing that the Institution delay publication for a period not to exceed an additional sixty (60) calendar days to permit the filing of patent applications. The Institution shall not unreasonably withhold consent to such delay.

SECTION 5: MUTUAL CONFIDENTIALITY & NON-DISCLOSURE

5.1 Definition of Confidential Information. "Confidential Information" means any proprietary, non-public technical, commercial, financial, or scientific information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") under this Agreement, whether orally, visually, or in writing, that is explicitly marked as "Confidential" or "Proprietary" at the time of disclosure, or if disclosed orally, is summarized in writing within thirty (30) calendar days of disclosure. 5.2 Exclusions from Confidential Information. Confidential Information shall not include information that:

• Is or becomes generally available to the public without 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 and without breach of any confidentiality obligation. 5.3 Obligations of Non-Disclosure and Non-Use. The Receiving Party shall hold the Disclosing Party’s Confidential Information in strict confidence, using at least the same degree of care it uses to protect its own proprietary information of like nature, but no less than a reasonable standard of care. The Receiving Party shall not disclose such Confidential Information to any third party except to its directors, officers, employees, legal counsel, and academic researchers who have a direct need to know such information for the purposes of the Project and who are bound by written confidentiality obligations at least as restrictive as those contained herein. 5.4 Compelled Disclosure. If the Receiving Party is legally compelled by a court, regulatory authority, or subpoena to disclose any Confidential Information, it shall provide prompt written notice to the Disclosing Party (where legally permissible) to enable the Disclosing Party to seek a protective order or other appropriate remedy.

SECTION 6: REPRESENTATIONS & WARRANTIES

6.1 Mutual Representations. Each Party represents and warrants that:

• It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation;
• It has full corporate and statutory power and authority to enter into this Agreement and to perform its obligations hereunder; and
• The execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate, institutional, and statutory action. 6.2 Institution Warranties. The Institution warrants that the research services performed under this Agreement shall be executed in a professional, workmanlike manner, in accordance with generally accepted academic and scientific research standards. 6.3 Disclaimer of Implied Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 6, THE INSTITUTION MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COMMERCIAL VIABILITY WITH RESPECT TO THE RESEARCH SERVICES, THE PROJECT, OR ANY FOREGROUND IP CREATED HEREUNDER. THE RESEARCH IS EXPERIMENTAL IN NATURE.

SECTION 7: LIMITATION OF LIABILITY & INDEMNIFICATION

7.1 Consequential Damages Waiver. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF REPUTATION, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PERFORMANCE OF THE PROJECT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 7.2 Cap on Direct Liability. The Institution’s total aggregate liability arising out of or relating to this Agreement, whether in contract, delict, tort (including negligence), strict liability, or otherwise, shall be strictly limited to and capped at the total fees actually paid by the Sponsor to the Institution under this Agreement during the twelve (12) month period immediately preceding the event giving rise to liability. 7.3 Sponsor Indemnification. The Sponsor shall defend, indemnify, and hold harmless the Institution, its Council members, officers, employees, students, and agents from and against any and all third-party claims, liabilities, losses, damages, demands, judgments, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from:

• The Sponsor's commercialization, manufacture, distribution, or use of any products, processes, or services derived from Foreground IP;
• Any breach by the Sponsor of its obligations, representations, or warranties under this Agreement; or
• The gross negligence or willful misconduct of the Sponsor, its agents, or contractors.

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, execution, interpretation, breach, termination, or validity (a "Dispute"), the designated senior representatives of each Party shall first attempt to resolve the Dispute amicably through good-faith negotiations within thirty (30) calendar days of receiving written notice of the Dispute from the aggrieved Party. 8.2 Mediation. If the Dispute is not resolved through executive negotiation within the thirty (30) day period, the Parties shall submit the Dispute to non-binding mediation administered by the Arbitration Foundation of Southern Africa (AFSA) or an equivalent recognized alternative dispute resolution body, conducted in [City, e.g., Johannesburg, South Africa]. 8.3 Binding Arbitration. If the Dispute remains unresolved within sixty (60) calendar days after the initiation of mediation, the Dispute shall be finally settled by binding arbitration in accordance with the commercial arbitration rules of AFSA by a single arbitrator appointed in accordance with such rules. The place of arbitration shall be [City, Country], and the proceedings shall be conducted in the English language. The award rendered by the arbitrator shall be final, binding, and enforceable 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 substantive laws of the Republic of South Africa, 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 High Court of South Africa ([Gauteng Division, Johannesburg / Local Division]), for any legal action, suit, or proceeding arising out of or relating to this Agreement.

SECTION 10: MISCELLANEOUS PROVISIONS

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, including all exhibits, schedules, and attached statements of work, constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous oral or written agreements, proposals, negotiations, representations, and understandings between the Parties. 10.3 Amendments and Waivers. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by duly 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 for any failure or delay in fulfilling or performing any term of this Agreement when such failure or delay is caused by or results from events beyond the reasonable control of the affected Party, including acts of God, flood, fire, earthquake, explosion, war, terrorism, epidemics, pandemics, government regulations, strikes, labor disputes, or failure of public utilities or telecommunication networks (a "Force Majeure Event"). The affected Party shall promptly notify the other Party in writing and shall resume performance as soon as reasonably practicable once the Force Majeure Event ceases. 10.5 Counterparts and Electronic Execution. 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 of this Agreement by facsimile, email attachment in portable document format (.pdf), or through a secure electronic signature platform (such as DocuSign or Adobe Sign) shall be equally effective as delivery of an original executed hard copy.

---

4. EXECUTION & FORMAL SIGNATURE BLOCKS

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

FOR [INSTITUTION FULL LEGAL NAME / WITS]:

Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role]
Institution: [Institution Full Legal Name]
Date: [Date]

Witness 1: _____________________________________
Witness 2: _____________________________________

---

FOR [CLIENT FULL LEGAL NAME / SPONSOR]:

Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role]
Company: [Client Full Legal Name]
Date: [Date]

Witness 1: _____________________________________
Witness 2: _____________________________________

---

5. STEP-BY-STEP EXECUTION & FILING GUIDE

1. Placeholder Completion:

   • Open this document in Microsoft Word or Google Docs.
   • Use the "Find and Replace" function (Ctrl+F or Cmd+F) to locate all bracketed text strings (e.g., [Company Full Legal Name], [Effective Date], [Amount in USD]).
   • Replace every bracketed field with accurate, verified legal data. Ensure financial amounts match exact institutional budgets.

2. Legal and Technical Review:

   • Verify that Exhibit A (Statement of Work / Proposal details) and Exhibit B (Milestone Payment Schedule) are fully completed, formatted, and attached prior to routing for signature.
   • Consult institutional technology transfer offices (TTOs) if custom IP ownership clauses are requested by the Sponsor.

3. Signatory Authority Verification:

   • Confirm that the individual signing on behalf of the Sponsor holds verified corporate authority (e.g., Director, CEO, or authorized delegate under a Board Resolution or Power of Attorney).
   • Ensure the institutional representative possesses delegated financial and legal signature authority according to institutional governance policies.

4. Digital Execution (Recommended):

   • Upload the finalized agreement to an enterprise electronic signature platform (e.g., DocuSign, Adobe Sign, or LexisNexis kýka).
   • Route fields sequentially to the Sponsor signatory first, followed by the institutional representative and designated witnesses.

5. Post-Execution Filing & Archiving:

   • Upon full execution, generate an unalterable PDF/A archive copy complete with digital certificate audit trails.
   • Deposit the master file into the Institution's Contract Management Database (CMD) or Enterprise Resource Planning (ERP) repository.
   • Transmit copies to the Principal Investigator, Sponsor account manager, and institutional finance department for milestone invoice tracking.