RESEARCH GRANT AGREEMENT - crest.mycrest.my/.../TARGETED-IGRASP-RESEARCH-GRANT-AG… · Web viewresearch grant agreement . this agreement is entered into on this day of2018. between

PRIVATE & CONFIDENTIAL

RESEARCH GRANT AGREEMENT

THIS AGREEMENT is entered into on this day of 2018

BETWEEN

1. COLLABORATIVE RESEARCH IN ENGINEERING, SCIENCE AND TECHNOLOGY CENTER (Company No. 950906-A), a company limited by guarantee duly incorporated pursuant to the Companies Act 1965 and having its registered address at Tingkat 12, Bangunan Setia 1, 15, Lorong Dungun, Bukit Damansara, 50490 Kuala Lumpur and address for service at sains@usm, Block C, Ground Floor, No.10, Persiaran Bukit Jambul, 11900 Bayan Lepas, Pulau Pinang (hereinafter referred to as “CREST”) of the first part;

AND

2. UNIVERSITI XYZ, a tertiary education institution duly incorporated under the Universities and University Colleges Act 1971 and having its address for service at [ ] (hereinafter referred to as “the University”) of the second part;

AND

3. ABC SDN BHD (Company No. [ ]), a company incorporated under the laws of Malaysia and having its registered address at [ ] and business address at [ ] (“hereinafter referred to as “the Company”) of the third part;

(collectively referred to as “the Parties” and singularly as “Party”, which expression shall include their respective successors-in-title and permitted assigns).

RECITALS

(1) CREST is a company limited by guarantee inter alia acting as a platform to promote research, design and development activities primarily, but not exclusively in the electrical and electronics industry and CREST is the entity responsible for administering the grant funds for the grant known as the “CREST R&D Grant” (“CREST R&D Grant”).

(2) The University is an established tertiary education institution in Malaysia actively involved in, amongst others, [ ].

(3) The Company is in the business of [ ].

(4) The University and the Company (collectively referred to as “Researchers” and singularly as “Researcher”) are desirous of jointly researching and collaborating on a project known as “[ ]” and more particularly described in Schedule 1 of this Agreement for commercialization purposes (hereinafter referred to as “the Project”) and the Researchers had on [date] submitted an application for the CREST R&D Grant to CREST in respect of the Project (“Application”).

(5) At the request of the Researchers and based on the Application annexed in Schedule 1 of this Agreement, CREST is agreeable to provide a grant to the Researchers to assist the

1Targeted RGA (Rev.4a)


Researchers to carry out, develop and produce the Project on the terms and conditions set forth in this Agreement.

OPERATIVE PROVISIONS

1. Definitions

1.1 In this Agreement, the following words and expressions shall, unless the context otherwise requires, have the following meanings:-

“Agreement” means this Agreement and the Schedules appended hereto, including any amendments, variations and modifications thereto;

“Background Intellectual Property Rights”

means all Intellectual Property Rights belonging to, controlled or licensed by either Researcher, (i) developed, conceived, obtained, licensed or acquired prior to the date of this Agreement; or (ii) developed, conceived, obtained, licensed or acquired independently of this Agreement as described in Part C of Schedule 6;

“Budget” means the total budget for the Project specified in Schedule 3 and any amendments, variations and modifications agreed by the Parties pursuant thereto;

“Business Day” means a day (other than a Saturday, Sunday or public holiday) on which banks are opened for business in Kuala Lumpur and Pulau Pinang for transaction of business of the nature required by this Agreement;

“Collaboration Agreement”

means the collaboration agreement already entered into or to be entered into between the Researchers setting out their respective obligations in respect of the Project, particularly in respect of the Foreground Intellectual Property Rights;

“Commencement Date” means the date of commencement of the Project as agreed upon by the Researchers in a collaboration agreement entered or to be entered into or the date of this Agreement, whichever is earlier;

“Deliverables” means any work product or technology created by the Researchers pursuant to the Project, particularly the materials to be submitted to CREST as described in Schedule 4;



“Drawdown Amount” means in relation to a Drawdown Milestone, such portion of the Grant Funds that may be disbursed by CREST in connection with the Researchers meeting such Drawdown Milestone, as set forth in the column headed “Drawdown Amount” against that Drawdown Milestone;

“Drawdown Milestone” means each event identified as a drawdown milestone in Part A of Schedule 4;

“Drawdown Notice” means the notice in writing requesting for the disbursement of the Drawdown Amount in substantially the form set out in Schedule 5 hereto;

“Event of Default” means any event specified in Clause 13.2 herein;

“Final Completion Date” means the date of completion of the entire Project duly acknowledged and agreed in writing by CREST;

“Foreground Intellectual Property Rights”

means the Intellectual Property Rights that arise, or are obtained or developed, created, written, prepared and discovered by Researchers, arising or otherwise brought into existence pursuant to this Agreement as described in Part C of Schedule 6;

“Grant Funds” means the grant in the aggregate sum of Ringgit Malaysia [ ] (RM[ ]) only, which after making the deductions set out in Clause 4.1, shall be disbursed by CREST in accordance with the provisions in Clause 4;

“i-GRASP” means CREST’s graduate research assistant scholarship program intended to increase the quality of the Project with competitive post-graduate students, by providing the CREST approved i-GRASP Applicant for the Project with the i-GRASP Allowance entitlement;

“i-GRASP Allowance” means the allowance entitlement awarded by CREST and the Company and the full waiver of student fees including but not limited to tuition fees and thesis fees by the University to the CREST identified and approved i-GRASP Applicant for the Project as follows, subject to the terms as may be prescribed by CREST:

Post Graduate

Contribution by CREST

Contribution by Company

Fixed amount of



allowanceMaster’s (1st tier)

RM2,500.00 RM500.00 RM3,000.00

Master’s(2nd tier)

RM1,800.00 RM500.00 RM2,300.00

PhD (1st tier)

RM3,500.00 RM800.00 RM4,300.00

PhD (2nd tier)

RM2,500.00 RM800.00 RM3,300.00

The i-GRASP allowance will be for a maximum period of 2 years for the Master’s applicant and 3 years for the PhD applicant.

For the avoidance of doubt, once CREST has identified and approved the i-GRASP Applicant for the Project, the Company shall pay its contribution to the i-GRASP Allowance as set out above, to CREST in a lump sum in any form prescribed by CREST, thereafter CREST will disburse the i-GRASP Allowance to the University as prescribed in Clause 4.

“i-GRASP Applicant” means the CREST identified and approved full time post graduate student for i-GRASP who is either:A 1st tier Masters candidate who:

(a) has completed his/her Bachelor’s degree in the relevant and related field with a minimum CGPA of 3.50; or

(b) industry working experience in the relevant and related field of not less than 1 year with minimum CGPA of 3.00; or

(c) research experience in the relevant and related field of not less than 2 years with 2 journal publications with minimum CGPA of 3.00;

(d) is a registered full time graduate student working on the Project;

(e) is Malaysian; and(f) is recommended by the University and Company of

the Project,or

A 2nd tier Masters candidate who:(a) has completed his/her Bachelor’s degree in the

relevant and related field with a minimum CGPA of 3.00; or



(b) industry working experience in the relevant and related field of not less than 1 year with minimum CGPA of 2.75; or

(c) research experience in the relevant and related field of not less than 2 years with 1 journal publication with minimum CGPA of 2.75;


(e) is Malaysian; and(f) is recommended by the University and Company of

the Project,or

A 1st tier PhD candidate who:(a) has completed his/her Bachelor’s degree in the


(b) industry working experience in the relevant and related field of not less than 3 years with minimum CGPA of 3.00; or


(d) is a registered full time graduate student working on the Project

(g) is Malaysian; and(h) is recommended by the University and Company of

the Project,or

A 2nd tier PhD candidate who:(a) has completed his/her Bachelor’s degree in the


(b) industry working experience in the relevant and related field of not less than 3 years with minimum CGPA of 2.75; or



(e) is Malaysian; and(d) is recommended by the University and Company of

the Project;



“ICDC Research Lab” means the IoT Cloud Data Center belonging to CREST and located at sains@usm, Block B, Persiaran Bukit Jambul, 11900 Bayan Lepas, Pulau Pinang;

“Impact Information” means the relevant information as may be requested by CREST from time to time in relation to the impact and effectiveness of the outcome of the Project, which includes but is not limited to the following:

(a) reduction of manufacturing production time, reduction of employees

(b) Increase in net profit, revenues and potential mergers and acquisitions as a result of the Project;

“Industry Contribution” means Ringgit Malaysia [ ] (RM[ ]) equivalent contribution from the Company to the Project in the form of financial funds, expertise, equipment and/or services as may be specified in the Project Application and Schedule 3 of this Agreement;

“Intellectual Property Rights”

means the collective intellectual property rights now held or thereafter created or acquired by a Party, arising under the laws of any state, country or jurisdiction, for: (i) all classes and types of patents, including but not limited to utility models, utility patents and design patents, patent applications and disclosures; (ii) all copyrights and moral rights in both published and unpublished works and all registrations and applications thereof; (iii) all mask works and all registrations and applications thereof; and (iv) all Inventions, rights in know-how, trade secrets, and confidential, technical and non-technical information; and (v) any and all similar or equivalent rights throughout the world. For the avoidance of doubt, for purposes of this Agreement, the term, “Intellectual Property Rights” does not include trademarks, trade names, service marks, trade dress, or other forms of corporate or product identification whether or not registered;

“IP Filing” means the proposed intellectual property filings in respect of the intellectual property created by the Researchers in relation to the Project as set out in Part A of Schedule 6;

“IP Filing Costs” means the IP Filing costs prescribed in Part A of Schedule 6 which shall be payable by CREST as part of CREST’s contribution to the Project and CREST’s consideration for the Intellectual Property Rights in the subject matter of the IP Filing;



“Invention” means original works of authorship, discoveries, concepts, ideas and improvements to existing technology, and all other subject matter ordinarily comprehended by the term, “invention”, whether or not copyrightable or patentable, including but not limited to computer programs, processes, machines, products, compositions of mater, formulae, algorithms, and techniques, as well as improvements thereof, and expressions thereof, which, in whole or in part, are conceived, discovered or developed by a Researcher, either alone or with others, and which: (i) relate directly to the business of a Researcher or to such Researcher’s actual or demonstrably anticipated research or development; or (ii) incorporate, are developed using, or are otherwise based upon any Confidential Information; or (iii) are made, conceived, discovered or developed during times other than a Researcher’s own time or with the use of a Researcher’s equipment, supplies or facilities, including materials, resources or personnel; or (iv) result from any work performed by a Researcher in connection with Project;

“Jointly-Created Deliverables”

means any Deliverable that is jointly conceived, created, or authored by the Researchers;

“Key Performance Indicator” (“KPI”)

means the metrics and indicators as set out in Part B of Schedule 4 or as otherwise agreed amongst the Parties from time to time in writing which establish levels of accomplishment by which the performance of Researchers may be measured or assessed by CREST;

“Key Project Personnel” means the named individuals, particularly the Project Leader engaged by the University and the Company respectively and approved by CREST in writing, undertaking functions/roles specified in Part C of Schedule 4 and who will be responsible for the management of the Research Project and submission of Milestone Reports;

“Letter of Offer” means the letter of offer(s) issued by CREST which has been duly accepted by Project Leader on behalf of the Researchers in respect of the Grant Funds for the Project and includes any amendments, variation or supplement thereto;

“Overage” means any monies payable by the Researchers in excess of the Grant Funds in connection with the Project (if any);



“Permitted Expense” means an expense or expenditure provided for in the Budget and which is of a nature specifically identified to be recoverable by the Researchers and as approved by CREST in writing;

“Progress Reports” means a report consisting of financial details and milestone details on the completion of each milestones set out in the Project Schedule;

“Project” means the project known as “[ ]” that is to be jointly researched by the Researchers for commercialization purposes upon the terms and conditions of this Agreement and more particularly described in Schedule 1 of this Agreement;

“Project Application” means the application for the Project as submitted by the Researchers;

“Project Leader” means the project leader for the Project as stated in the Project Application and the Letter of Offer;

“Project Schedule” means the timetable for the Project set out in Schedule 2 and any amendments, variations and modifications agreed pursuant hereto;

“Quarter” means the following successive periods: January to March April to June July to September October to December;

“Respective Portions” means the following proportions of the Grant Funds as may be allocated to the Researchers by CREST in accordance with the provisions of this Agreement after making the deductions set out in Clause 4.1 of this Agreement and in accordance with the terms thereof

The University | RM[ ]The Company | RM[ ];

For the avoidance of doubt, the Respective Portions shall include: (i) the i-GRASP Allowance for the approved i-GRASP Applicant for the Project; and (ii) the Retained Funds.;

For the avoidance of doubt, the Company’s Respective



Portion as retained by CREST will be used to pay for all purchases made by the Company in relation to the performance of its obligations under this Agreement and all CREST approved out-of-pocket expenses reasonably incurred in relation to the Project;

“Retained Funds” Means such portion of the Grant Funds as set out in Schedule 3 which shall be retained by CREST to be used for the following matters for the Project:(i) Payment for ICDC Research Lab (if applicable); (ii) Payment for the purchase and provision of software

and hardware (if applicable);(iii) Payment for the IP Filing Costs (from patent search up

to filing) based on the Researchers’ request for the same;

(iv) CREST approved travel and accommodation expenses of the Researchers incurred during the Project review at CREST; and

(v) CREST approved travel, accommodation and fees incurred by the Researchers during their participation in CREST related programmes.

“Revenue Sharing” means the revenue sharing between the Parties for each Intellectual Property Rights as set out in Part B of Schedule 6;

“Term” means the period for which this Agreement is in force as set forth in Clause 13.1 and shall commence from the execution of this Agreement until the delivery of the Report on Impact Information or until terminated in accordance with Clause 13;

“Unexpended Grant Funds”

means any unexpended monies of the Grant Funds disbursed by CREST to the University or retained by CREST in respect of the Company’s Respective Portion in connection with the Project (if any); and

“University Contribution” means Ringgit Malaysia [ ] (RM[ ]) equivalent contribution from the University to the Project in the form of financial funds, expertise, equipment and/or services as may be specified in the Project Application and Schedule 3 of this Agreement.

1.2 Where the context so requires in this Agreement, words denoting the singular shall include the plural and vice versa and words denoting the masculine gender shall include the feminine gender and words denoting persons shall include corporate entities.



1.3 Unless the context otherwise requires, references in this Agreement to any clause shall be deemed to be a reference to a clause in this Agreement, and references to any schedule or appendix shall be deemed to be a reference to a schedule or appendix to this Agreement.

1.4 Unless the context otherwise requires, any reference in this Agreement to any directive, statute, regulation or agreement shall be a reference to the same as may, from time to time, be amended or replaced.

1.5 References to “the Researchers” in this Agreement shall be deemed to include its successors in title, licensees, assigns or personal representatives.

1.6 The clause headings used in this Agreement are for convenience only and shall not be deemed a part of this Agreement nor are they intended to govern or act in the construction of any provision of this Agreement.

2. Conditions

2.1. In addition to any other conditions to be met by Researchers set forth in this Agreement, it shall be a continuing condition to CREST’s obligations and undertakings pursuant to this Agreement that all of the following conditions are met (both generally and at the time of any drawdown), unless expressly varied by CREST in writing:

2.1.1. this Agreement remains in full force and effect, and has not expired or been terminated;

2.1.2. the Researchers being in full compliance with the terms and conditions of this Agreement;

2.1.3. CREST shall have received in form and substance satisfactory to CREST (in as many copies as may be requested by CREST) of the following documents, certified as true and correct by the company secretary or a director of the Company (as the case may be) and all authorisations and approvals from the Vice Chancellor of the University which are in the opinion of CREST required or advisable to be obtained in respect of the acceptance by the University of the Grant Funds and the execution, delivery and performance of this Agreement, the Collaboration Agreement and the Letter of Offer and all relevant documents by any person acting on behalf of the University:

a) the certificate of incorporation of the Company;

b) an up-to-date copy of the Memorandum and Articles of Association of the Company;

c) the latest Forms 24, 44 and 49 of the Company;

2.1.4. a search being made by CREST at the Companies Commission of Malaysia on the Company and the results thereof are satisfactory to CREST;

2.1.5. the results of winding-up searches on the Company from the Director-General of Insolvency Office confirming that the Company has not been wound-up;



2.1.6. in respect of the Project, the Researchers having provided CREST with the required information relating to the Project;

2.1.7. CREST’s receipt of a statutory declaration from the University and the Company respectively in such form and substance prescribed by CREST that it has neither taken nor has any application been made by or on behalf of the University and/or the Company which remains pending for any financing or grant whatsoever from any other governmental agency or other party for the Project;

2.1.8. a certified true copy of the Collaboration Agreement (if any);

2.1.9. confirmation of the Researchers’ membership with CREST which shall include supporting documentation; and

2.1.10. CREST being satisfied that the warranties and representations of the Researchers are and remain true and accurate at the time of each of the relevant drawdown events.

2.2. If, at any time during the Term, the Researchers becomes aware of any fact or circumstance which might prevent any of the conditions set out in Clause 2.1 from being satisfied, it shall immediately inform CREST in writing.

2.3. CREST may in its sole and absolute discretion waive (in whole or in part) or vary any or all of the above conditions. In the event that any of the said conditions is not fulfilled or waived by CREST (as the case may be), CREST may, without prejudice to its rights and remedies at law or otherwise in this Agreement, terminate this Agreement forthwith upon written notice to Researchers, whereupon Researchers shall have no claims against CREST (whether for costs, damages, compensation or otherwise).

3. Researchers’ Obligations

3.1. The Researchers must jointly carry out, produce and complete the Project:

3.1.1. according to the specifications more particularly described in Schedule 1 and Schedule 2;

3.1.2. within and according to the Budget;

3.1.3. using the best professional, scientific, ethical and financial principles and standards; and

3.1.4. within due diligence and efficiency and in conformity with sound technical standards available.

3.2. The Researchers jointly agree and undertake to CREST to:

3.2.1. achieve the Key Performance Indicators by the times as specified by CREST;

3.2.2. deliver the Deliverables by the Delivery Dates specified therefor in accordance to the requirements set out in Part A of Schedule 4; and



3.2.3. ensure the Project is carried out by the Key Project Personnel only and shall not change or substitute any of the Key Project Personnel without the prior written approval of CREST. If however it becomes necessary to replace any one of the Key Project Personnel, the Researchers shall, in accordance with the provisions of Clause 9.2, forthwith notify CREST in writing and provide a person of equivalent or with better qualifications and experience acceptable to CREST as replacement.

3.3. The Researchers shall not make any change(s) to any part of the Project, the Project Schedule and/or the Budget, without CREST’s prior written approval, which shall include approval via electronic transmission and for the avoidance of doubt, any changes to the any part of the Project, the Project Schedule and/or the Budget shall be a material breach of this Agreement and CREST reserves the right to invoke Clause 13.2 and require that the Researchers pay to CREST a sum equivalent to all amounts CREST has paid to the Researchers and third party vendors, which sum shall be owing and due from the Researchers as of the date of such written notice issued by CREST.

3.4. In respect of any changes the Researchers proposes to make relating to the matters set forth in Clause 3 herein, the Researchers shall request for any proposed change(s) in writing to CREST by providing sufficient details of such proposed change(s) and reasons therefor for CREST’s consideration. CREST shall not unreasonably withhold or delay its approval and shall give clear written indication of its approval (whereupon Clause 26.2 of this Agreement shall apply), or, as the case may be, the reasons for its disapproval, of any proposed change within fourteen (14) Business Days of receipt from the Researchers of request for proposed change(s). For the avoidance of doubt, if no written approval is received from CREST within fourteen (14) Business Days after receipt of the request, such request shall be deemed to have been rejected by CREST.

3.5. The Researchers shall meet or arrange to meet any Overage. For the avoidance of doubt, CREST shall not in any way be obliged to meet any Overage or any part thereof. Any contract entered into by the Researchers to meet any Overage shall be subject to the prior written consent of CREST, such consent is not to be unreasonably withheld. The Researchers shall ensure that any such contract shall not in any way prejudice CREST’s interests under this Agreement.

3.6. The University agrees and undertakes that only students who are Malaysian citizens may be funded by CREST.

3.8 The Company shall ensure that it provides the Industry Contribution as further specified in the Schedule 3 and Schedule 6 and the Company shall provide CREST with reports and evidence of the Industry Contribution by the Company.

3.9 The University shall ensure that it provides the University Contribution as further specified in the Schedule 3 and Schedule 6 and the University shall provide CREST with reports and evidence of the University Contribution by the University.

4. Provisions of the Grant Funds

4.1. CREST agrees that after the deduction of the Retained Funds (which shall be utilized for the Project in the manner prescribed in Schedule 3) and subject always to CREST being satisfied in its sole opinion as to:



a) the satisfactory performance by the Researchers of its obligations under this Agreement;

b) the Researchers’ due compliance with the requirements of Clause 4 and all other conditions for the disbursement of any part of the Grant Funds; and

c) the quality of the Deliverables of the Researchers in respect of the relevant Drawdown Milestone and CREST having accepted the same;

CREST shall disburse the Grant Funds according to the terms of the Agreement.

4.2. For the purpose of drawdown of the Grant Funds, the Project Leader, acting on behalf of the Researchers, shall submit a Drawdown Notice in respect of the Drawdown Amount relating to the relevant Drawdown Milestone and any other information relating thereto as CREST may specify from time to time, for CREST’s consideration at the same time, when the Progress Reports are due to be submitted.

4.3. CREST agrees to disburse the Grant Funds to the relevant disbursement recipient from the University or the Company, against the Drawdown Milestone after receiving the Drawdown Notice PROVIDED ALWAYS that the aggregate amount of Grant Funds disbursed by CREST under this Agreement shall not exceed the Grant Funds.

For clarity, the portion of the Drawdown Amount received by the University shall include the i-GRASP Allowance for every CREST identified and approved i-GRASP Applicant for the Project, provided always that the conditions set out in Clause 4.7 of this Agreement have been complied with. CREST further agrees to reimburse the Company for all out-of-pocket expenses incurred by the Company, provided that the claims are included in the Drawdown Notice submitted by the Project Leader and verified by expense statements prepared by the Company in such form and substance acceptable to CREST. Where the Company has made purchases from third party vendors to perform its obligations under the Agreement, and such purchases have been approved by CREST, CREST shall arrange for payments to be made to such third party vendors directly without going through the drawdown process, provided always that the claims for payments due to such third party vendors are provided or submitted by the Company to CREST in such form and substance acceptable to CREST.

4.4. The first drawdown of the Grant Funds shall be made within four (4) months from the date of the Letter of Offer. In the event the Grant Funds are not drawndown in full by the expiry of the Term of the Project, neither the University nor the Company shall be entitled to claim for any undrawn portion of the Grant Funds.

4.5. The Researchers shall be solely responsible for bearing all Overage incurred in connection with any expenditure incurred in excess of the Budget for the Project, or for expenses which have not been authorised in writing by CREST.

4.6. The Researchers agrees and undertakes that the Grant Funds shall be utilized for the Project only and towards the Permitted Expenses.

4.7 For clarity, CREST shall release the i-GRASP Allowance to the University upon the completion of the following:

(a) CREST being notified by the University of an identified potential i-GRASP Applicant;



(b) CREST having reviewed the application and provided its written approval of the i-GRASP Applicant; and

(c) the i-GRASP Applicant having agreed in writing to all the terms and conditions stipulated by CREST.

4.8 For clarity, to facilitate the purchase of the relevant software and hardware required to be purchased for the Project in relation to the provisions of Clause 4.1(b) above, the Project Leader shall submit the specifications of the software and hardware to CREST and CREST shall notify the Project Leader once the items are ready for collection.

4.9 Taxes: All costs indicated in the Budget shall be inclusive of any prevailing taxes that may be applicable. The Researchers shall not make any changes to the allocation of cost in the Budget without CREST’s prior written approval.

(a) The Parties agree that this Agreement and all costs indicated in the Budget shall

be subject to and inclusive of all prevailing statutory taxes, particularly the Goods and Services Tax (“GST”), charges and or costs as may be in force and any new taxes that may be introduced at any point of time.

(b) Where GST is applicable to any supply of goods or services made/provided by any Party under this Agreement, the Party making the supply of goods or providing the services (“the Supplier/Service Provider” and “Supply/Service” shall be construed accordingly) shall charge GST on the amount payable for the supply of goods or services. The consideration for such supply of goods or services will be increased by an amount calculated as:

A x R

Where:

A is the amount of consideration payable for the supply of goods or services; andR is the applicable rate of GST.

(c) The Supplier/Service Provider as contemplated herein shall provide such

information and documents as may reasonably be required by the recipient of the Supply/Service to enable the recipient of the Supply/Service to claim an input tax credit under the law applicable to GST.

(d) The input tax credit under the law applicable to GST shall then be returned by the recipient of the Supply/Service to the account created for the Project.

5. Performance Review Meetings and Reports

5.1 Performance Review Meetings

5.1.1. The Parties agree that the Key Project Personnel together with such representatives from CREST shall conduct obligatory performance review meetings on a monthly basis throughout the Term, which may be held either (a) by means of a telephone



conference or similar communications equipment by means of which all persons participating in the meeting can hear one another, without a Party being in the physical presence of another Party; or (b) by the Parties physically meeting together at a designated location (collectively referred to as “Performance Review Meetings”).

5.1.2. The purpose of the Performance Review Meetings would be to assess and to monitor the progress of the milestones set out in the Project Schedule. Parties further agree to use good faith in efforts to resolve any issues brought up in the Performance Review Meetings which may include but are not limited to issues on Parties’ Key Performance Indicators, Progress Reports or compliance with the Project Schedule.

5.1.3. The Project Leader will prepare the minutes of the Performance Review Meetings and such minutes will be confirmed in writing by the Parties. In the event that any Party has any concerns and/or objections to the minutes prepared by the Project Leader, such Party shall, within three (3) working days from the date of issuance of the draft minutes, respond with a written notice to the Project Leader and a copy of such written notice shall be provided to CREST save where CREST is the Party concerned/ objecting.

5.2. Progress Reports

5.2.1. The Researchers shall prepare a Progress Report which shall be submitted by the Project Leader to CREST the first week of every Quarter in such form and substance acceptable to CREST. Each Progress Report submitted by the Project Leader may be certified and verified by a technical expert or any person appointed by CREST to review and verify the Progress Reports.

5.2.2. CREST has the right to seek verification and/or clarification from the Project Leader, use any portion of the Progress Report and/or rely on the advice of the technical expert as a measurement to evaluate whether the Project should be continued or discontinued (“Evaluations”).

5.2.3. In the event that, in the opinion of CREST, the Evaluations reveal that the Project should be discontinued due to the negligence, act and/or omission of the Researchers, CREST shall have the right to request the Researchers to remedy the default within a specified time, failing which CREST reserves the right to invoke Clause 13.2 and require that the Researchers pay to CREST their Respective Portions of the Grant Funds disbursed to the University, Company and third party vendors respectively, which sum shall be owing and due from the Researchers as of the date of such written notice issued by CREST and the right to withhold any further disbursement in relation to the Company’s Respective Portion.

5.3. Final Report

5.3.1. The Researchers shall submit to CREST a final report in such form and substance acceptable to CREST within three (3) months after the completion of all milestones of the Project.

5.3.2. Upon verification by CREST and if CREST is not satisfied with the final report, CREST shall have the right to reject the final report and request the Researchers to remedy



the default within a specified time, failing which CREST reserves the right to invoke Clause 13.2 and require that the Researchers pay to CREST a sum equivalent to all amounts CREST has paid to the Researchers and third party vendors, which sum shall be owing and due from the Researchers as of the date of such written notice issued by CREST.

5.4. Unexpended Grant Funds

5.4.1. The University shall ensure that the Grant Funds which have been disbursed to and received by the University shall be accounted for and in the event that there is any Unexpended Grant Funds, the University shall return to CREST its Respective Portion of the Unexpended Grant Funds.

5.4.2. The University shall return to CREST their Respective Portion of the Unexpended Grant Funds within three (3) months after the completion of all milestones of the Project.

5.4.3. The Company agrees that CREST has the right in its sole and absolute discretion to deal with the Company’s Respective Portion of the Unexpended Grant Funds and the Company shall be deemed to have no further rights over its Respective Portion of the Unexpended Grant Funds.

6. Accounts and Audit

6.1. The Researchers must:

6.1.1. keep complete and proper books and records of income and expenditure concerning the development of the Project including all supporting vouchers, invoices and receipts thereof and for a further six (6) months from the Final Completion Date or early termination of this Agreement;

6.1.2. ensure that those books and records are prepared according to generally accepted accounting principles; and

6.1.3. ensure that the Project Leader should submit to CREST a financial report in accordance with the reporting format provided by CREST, on quarterly basis; and

6.1.4. ensure that those books and records show a true and fair view of all transactions and the financial and contractual position of Researchers and relating to the production of the Project.

6.2. CREST shall be entitled to request for an audit of the following:

6.2.1. the records described in Clause 6.1;

6.2.2. all the financial records relating to the Project, including but not limited to the allocation and the basis of allocation of any management costs, manpower costs, shared costs, overheads and recurring costs (where applicable), between the Project and any other projects that may be undertaken by the Researchers;



6.2.3. the internal controls and processes relevant to the preparation and maintenance of such financial records;

6.2.4. evidence of the Industry Contribution as further specified in Schedule 3 and Schedule 6; and

6.2.5. evidence of the University Contribution as further specified in Schedule 3 and Schedule 6,

collectively, the “Records”, at any point in time, to be audited, evaluated and/or verified by auditors and/or such technical personnel as shall be appointed by CREST from time to time.

6.3. The Researchers must, upon reasonable notice by CREST, provide access to any or all of the Records described in Clause 6.2 herein and also information relating to the Project and its progress, including information stored in computerised form or otherwise. For the avoidance of doubt, to provide access to CREST or its authorised representatives includes extending copies of the relevant books, information and records where requested by CREST.

7. Equipment

7.1 The Parties agree that where any equipment, hardware and/or software for the Project is purchased using the Grant Funds from CREST (collectively referred to as “Equipment”), such Equipment shall belong to CREST and shall be deemed to be leased by CREST to the Researchers free of charge for the Term of the Project.

7.2 The Researchers shall assume all risks of loss or damage to the Equipment from any cause, and agrees to return it to CREST in the same condition the Equipment was purchased, with the exception of normal wear and tear (which shall be determined by CREST and its appointed agents, in its absolute discretion). All determinations made by CREST are final.

7.3 The Equipment may only be used and operated in a careful and proper manner. Its use must comply with all laws, ordinances, and regulations relating to the possession, use, or maintenance of the Equipment, including registration and/or licensing requirements, if any.

7.4 CREST shall have the right to inspect the Equipment during the Term and the Equipment shall be stored/ placed in a location of CREST’s choice. For the avoidance of doubt, the Researchers shall ensure that CREST is kept aware of the location of the respective Equipment at all times.

7.5 The Researchers shall:

7.5.1 maintain the Equipment in good repair and operating condition, allowing for reasonable wear and tear;

7.5.2 pay all costs required to maintain the Equipment in good operating condition - Such costs shall include labour, materials, parts, and similar items;

7.5.3 return the Equipment to CREST at the Researcher's expense at the end of the Term;

7.5.4 pay all taxes, assessments, and license and registration fees on the Equipment during the Term; and



7.5.5 not assign or sublet or part with any possession of or interest in the Equipment, without CREST's prior written consent.

7.6 The Equipment will be deemed to be personal property, regardless of the manner in which it may be attached to any other property. CREST shall be deemed to have retained title to the Equipment at all times, unless CREST transfers the title by sale. The Researchers shall immediately advise CREST regarding any notice of any claim, levy, lien, or legal process issued against the Equipment.

7.7 If the Equipment is damaged or lost, CREST shall have the option of requiring the Researchers to repair the Equipment to a state of good working order, or replace the Equipment with like equipment in good repair, which equipment shall become the property of CREST.

7.8 Liability for injury, disability, and death of workers and other persons caused by operating, handling, or transporting the Equipment during the Term is the obligation of the Researchers, and the Researchers shall indemnify and hold CREST harmless from and against all such liability.

7.9 If the Researchers are in default under the terms of this Agreement, without notice to or demand on the Researchers, CREST may take possession of the Equipment as provided by law, claim for the costs of recovery (including attorney fees and legal costs), repair, and related costs.

8. Site Visits and Evaluations and Meetings

8.1 The Researchers hereby agree and undertake with CREST that so long as the Grant Funds remain available or until the expiration of the Term, the Researchers shall allow and/or cause to allow CREST or its officers, agents and/or servants at any time and from time to time to enter into and upon any site or premises where the works under or in connection with the Project are carried out or where any materials or items for the Project or the products arising out of the Project are made, produced or stored for the purpose of inspecting such works, materials or items and the progress of the Project or for any other purpose as CREST deems fit (“Site Visits”). The Researchers hereby consent to such entry and inspection and declare that no further consent from it is necessary or required in relation thereto.

8.2 CREST shall be entitled to conduct a minimum of two (2) Site Visits per year of the Term and the Researchers shall provide CREST with access at reasonable times during business operating hours for CREST and its representatives into the Researcher’s premises for the aforesaid purposes and shall, where necessary provide and present to CREST and its representatives a presentation in relation to the progress of the Project.

8.3 In addition to the Site Visits, CREST shall be entitled, at its discretion and where necessary, to conduct verification and/or clarification meetings at CREST’s premises and/or such other premise as may be mutually agreed upon by the Parties, for the Researchers to verify and/or clarify details of the Progress Report and/or request that the Researchers provide and present to CREST and its representatives a presentation in relation to the progress of the Project (“Verification/ Clarification Meetings”), PROVIDED ALWAYS that prior written notice of such Verification/ Clarification Meetings shall be provided to the Researchers. The



Researchers hereby agree and undertake with CREST that so long as the Grant Funds remain available or until the expiration of the Term, the Researchers shall co-operate to attend such Verification/ Clarification Meetings for the purpose of allowing CREST to review, verify and/or clarify the progress of the Project or for any other purpose as CREST deems fit.

8.4 If CREST and/or any of its representatives, upon having given three (3) notices in writing to the Researchers, is unable to obtain access or verification and/or clarification in relation to the Progress Reports for the purposes as set out in this Clause 8 as aforementioned, CREST shall have the right, without prejudice to any other provisions of this Agreement, to either:

(a) suspend the disbursement of the Grant Funds and provide the Researchers with a maximum of three (3) months from the date of notice by CREST requesting the Researchers to remedy the same (“Suspension Period”); and

(b) thereafter, in the event that the Researchers are unable to remedy the same after the Suspension Period, CREST shall be entitled to terminate this Agreement at any time thereafter by notice in writing PROVIDED ALWAYS that any allowance of such appeal shall be in the sole and absolute discretion of CREST. The Researchers shall be entitled to submit a written appeal for an extension of time and/or provide CREST with a valid explanation for their inability to remedy such breaches of this Clause 8.

9. Representation and Warranties of the Researchers

9.1. The Researchers jointly and severally warrant, represent and undertake to and with CREST that:

9.1.1. it is a legal entity duly incorporated and existing, in good standing, under the laws of the jurisdiction in which it is established and it has full power and authority to enter into this Agreement and to grant the rights expressed to be granted in this Agreement;

9.1.2. its entry into, exercise of its rights and/or performance of or compliance with its obligations under this Agreement do not and will not violate or exceed any power or restriction to which it has been granted or imposed by (a) any law to which it is subject or (b) any provision of its constitution documents or (c) any agreement or contractual arrangement;

9.1.3. this Agreement constitutes legal, valid and binding obligations on the Researchers;

9.1.4. that no litigation, arbitration or administrative proceedings is current or pending or, so far as it is aware, threatened (a) to restrain the entry into, exercise of its rights under or performance or enforcement of or compliance with its obligations under this Agreement or (b) which has or could have a material adverse effect on the Researchers;

9.1.5. it can and will pay its debts as and when they fall due;

9.1.6. no meeting has been convened for its winding-up or for the appointment of a receiver, trustee, judicial manager, statutory manager or similar officer, or of its assets or any of them, no such step is intended by it and no petition, application or the like is outstanding for its winding up or for the appointment of a receiver,



trustee, judicial manager, statutory manager or similar officer or of its assets or any of them;

9.1.7. it will pay all amounts payable in respect of the development and production of the Project for which it is responsible including taxes and all payments due to persons contributing rights or services in respect of the Project, and it is able to and shall supply all personnel required to produce the Project which it is obliged to supply;

9.1.8. it will obtain all other consents, grants and rights necessary to enable it to make the Project and enable them and those deriving title through them to exercise their rights in the Project or any part thereof and any and all allied and ancillary rights therein in all media and by all means in perpetuity, to the extent permitted by law;

9.1.9. it has acquired all relevant rights and consents necessary for the development and completion of the Project;

9.1.10. nothing included in the Project for which it is responsible will be in breach of any contract nor will anything in the Project breach any common law or statutory rights of any kind;

9.1.11. there are not and will not be on delivery of the Project any claims, liens or encumbrances of any nature affecting the Project or any part or parts thereof;

9.1.12. the Project and any and all allied and ancillary rights therein shall not violate or infringe any copyright, patent, trademark, trade name or contract, property or personal rights or right of privacy or other right of any person or constitute an act of unfair competition;

9.1.13. it will not make any decisions with respect to any credits, copyright notices or trademarks on the Project or in any publication or other material without the prior written consent of CREST;

9.1.14. where applicable, the Researchers shall obtain and maintain at its own cost and expenses the relevant insurances applicable to any equipment, personnel or specialists engaged or employed by the University and/or the Company for any work carried out in respect of the Project;

9.1.15. the Researchers shall not transfer or assign in any way its rights or obligations under this Agreement in whole or in part to any person or company, unless with the prior written consent of CREST;

9.1.16. all information provided to CREST in relation to the Project is true in all material respects and is not, by omission or otherwise, misleading and all documents and agreements provided to CREST in relation to the development and completion of the Project are true, complete and in full force and effect;

9.1.17. no event of default as set out in Clause 13.2 has occurred; and



9.1.18. it is a member of CREST and will continue to be a member of CREST for the duration of the Project.

9.2 Further to the above, the Researchers agree and understand that CREST has entered into this Agreement in reliance of the warranties, representations and undertakings contained in this Agreement, and the Key Project Personnel of the Project are members who possess the appropriate level of competency required for the work. The Researchers shall take all efforts to prevent any change of Key Project Personnel and where such change is inevitable or unavoidable, the Researchers shall ensure that:

9.2.1 Any change in the Key Project Personnel shall be agreed upon by CREST;9.2.2 Such new Key Project Personnel shall be of an equal (if not higher) level of competence

as the outgoing Key Project Personnel;9.2.3 The Project shall not be affected in any material manner; and9.2.4 The continuity of the Project is not affected.

9.3 For the avoidance of doubt, the Parties acknowledge that only members of CREST shall be eligible to receive the CREST R&D Grant and membership with CREST must be maintained throughout the duration of this Agreement and the term of the Project and any failure by a Researcher to maintain such membership shall be deemed a material breach of this Agreement.

9.4 The warranties, representations and undertakings contained in this Agreement, shall be deemed to be repeated on the Final Completion Date of the Project and shall continue in full force and effect following completion of the Project and notwithstanding any termination of this Agreement.

9.5 The Researchers shall indemnify and shall keep CREST indemnified, from and against all claims, demands, actions, proceedings, costs, damages, losses and expenses, which shall include legal costs, expenses and taxes whether suffered or incurred directly or indirectly by CREST or any compensation paid or agreed to be paid by CREST to any third party or arising out of any breach, non-performance or non-observance of any of the covenants, warranties, representations, undertakings and agreements of the Researchers contained or implied in this Agreement.

10 Intellectual Property Matters

10.1 For the purpose of this Agreement, it is hereby agreed between Parties that any Background Intellectual Property Rights that are made available as between the University and the Company for the performance of this Agreement shall remain the sole property of the Researcher making such Background Intellectual Property Rights available, and nothing in this Agreement shall be construed to grant any implied license to the other Researcher to use such Background Intellectual Property Rights other than to conduct the Project.

10.2 The Parties shall grant an irrevocable royalty free non-exclusive licence in respect of their Background Intellectual Property so far as it is necessary for the successful completion and commercialisation of the Project and Foreground Intellectual Property Rights in accordance with the terms and conditions of this Agreement and to the full extent permissible by applicable laws, the Researchers shall procure waivers of moral rights arising as a result of the work from their employees, students or any other party it shall engage in the Project. In the event that the Background Intellectual Property of any Researcher is significantly used to create the Foreground Intellectual Property Rights, the Parties agree that the Party to whom such



Background Intellectual Property belongs to, shall not raise any claim of ownership in any Foreground Intellectual Property Rights or request for any royalties or fees in relation to the same.

10.3 All rights and title to any Intellectual Property created pursuant to the Project shall vest in CREST which shall hold the Researcher’s [state percentage] share of the Intellectual Property in the Project on trust and CREST’s own [ ] share of the Intellectual Property in the Project in its own name, and shall be subject to the terms and conditions of this Agreement and rights to inventions, improvements and discoveries, whether or not patentable or copyrightable, relating to this Project made solely by employees of any Researcher shall be deemed to be assigned to CREST, provided always that the Researchers shall enjoy revenue sharing in the proportion set out in Part B of the Schedule 6 from the commercialisation and exploitation of the Intellectual Property Rights by CREST. All Intellectual Property Rights developed or created by either the Company or the University in relation to the Project will be owned by CREST and the Researchers hereby assign to CREST the ownership of any rights, title or interest in and to the Project and further undertake to execute any and all additional agreements, forms, documents and assurances, and perform such acts, as shall be necessary to perfect such assignment.

10.4 The Parties further agree that CREST, as the owner of the Foreground Intellectual Property Rights referred to in Clause 10 herein shall have the exclusive right to file, prosecute, issue, maintain, license (to the extent not inconsistent with this Agreement) enforce or defend all applications relation to the proposed intellectual property filings in respect of the Foreground Intellectual Property Rights, particularly patent applications and patents, throughout the world as set out in Part A of Schedule 6. If CREST directs the Researchers to file any application hereunder the Researchers shall retain an independent law firm/ intellectual property specialist to promptly prepare, file and prosecute such intellectual property applications in CREST's name and the IP Filing Costs incurred in connection with such preparation, filing, prosecution, and maintenance of such intellectual property application(s) shall be borne by CREST to the limit set out in Part A Schedule 6. The Parties shall cooperate to ensure that such application(s) will cover, to the best of the Researchers' knowledge, all items of commercial interest and importance. The Parties must mutually agree on all material decisions regarding the scope and content of application(s) to be filed and any prosecution thereof. The Researchers shall promptly supply to CREST, copies of all papers received and filed in connection with such prosecution so as to provide sufficient time for CREST to comment thereon and/or to retain copies for its records.

10.5 Notwithstanding the provisions of Clause 10.4, CREST shall have the right, at its option and expense, and/or through such intellectual property attorneys or agents of its choice, to make all decisions with respect to, and to otherwise control the preparation, filing and prosecution (including any proceedings relating to reissues, re-examinations, protests, interferences, and requests for patent extensions or supplementary protection certificates) of any intellectual property application with respect to the Foreground Intellectual Property Rights and to maintain any intellectual property issuing therefrom.

10.6 It is agreed that the total IP Filing Costs payable by CREST shall not exceed the sum set forth in Part A of Schedule 6. Where the Researchers have attended to the intellectual property filings in respect of the Foreground Intellectual Property Rights, payment shall be made by CREST after its receipt of the invoices for the filing fees payable in respect of the Project provided that Researchers are not in breach of this Agreement. In the event that additional monies are



required to effect the proposed filings set out in Schedule 6, the Parties agree that such additional costs shall be borne by the Researchers.

10.7 For the avoidance of doubt, CREST shall have the right to sub-license, assign, and otherwise transfer its rights under this Clause 10 and CREST shall grant to the Researchers and such other relevant and interested third parties (as the case may be), a non-exclusive, royalty-free licence to do all acts comprised in any Intellectual Property Rights to the Project (save for third party material licensed by the Researchers) in connection with any non-commercial research and development related activities conducted by a Researcher, on such terms and conditions as shall be prescribed in a separate agreement, provided always that the Researcher and such other relevant and interested third parties (as the case may be),shall keep such Intellectual Property strictly confidential unless it obtains the prior written consent of CREST to any proposed use or disclosure. For the avoidance of doubt, such consent from CREST shall not imply consent to any use by a Researcher and such other relevant and interested third parties (as the case may be), of any Foreground Intellectual Property after execution of this Agreement.

10.8 If any Researcher and/or third parties intend to use the Foreground Intellectual Property for its own commercial purposes, it must first obtain a license from CREST, on such terms and conditions as shall be prescribed in a separate agreement. The Researchers shall refrain from any action prejudicial to the subsistence of any Intellectual Property created or arising from the Project and from any action prejudicial to the assignment in favour of CREST. In the event that any request for the use of the Foreground Intellectual Property Rights for commercial purposes arises, the prior written consent from all Parties in relation to the grant of licence and the terms and conditions relating to the same must be prescribed and agreed upon in a separate agreement prior to the grant of any licence in respect of the Foreground Intellectual Property Rights to such third party and/or Party.

10.9 The Parties further agree that CREST shall grant a non-exclusive licence to any Researcher in respect of the Foreground Intellectual Property Rights where the Researcher intends to use the any Intellectual Property Rights to the Project in connection with any commercial activities and such licence granted by CREST shall be subject to the payment of royalty and licence fees on such terms as may be prescribed by CREST and in accordance with the revenue sharing proportion set out in Part B of Schedule 6 or such proportion of the amounts as may be committed and contributed by the Researchers upon the completion of the Project (whichever is later), provided always that such terms prescribed by CREST shall be done in consultation with the Researchers and set out in a separate agreement. For the avoidance of doubt, the Parties agree that the revenue sharing proportions as stated in in Part B of Schedule 6 are indicative amounts are subject to change and the Parties shall regularly evaluate and review the committed and contributed funds provided by each Party and the revenue sharing proportion as set out in Part B of Schedule 6 shall be varied accordingly.

10.10 This Clause 10 shall survive the termination or expiry of this Agreement.

11 Publication

11.1 The Parties agree that except for the Company’s proprietary information, the results of University’s involvement in the Project, which are of academic importance for the enrichment of knowledge, may be published by the Researchers in accordance with its policy provided always that the Researchers shall, in making such publication, accord credit and



acknowledge that the data and information so published in all forms of publication and at all times are the results of, or had been derived from the Project funded by CREST and provided further that CREST shall be entitled to request for the removal of its credit from the Project where it deems fit.

11.2 In order to avoid improper disclosure of the Company’s proprietary information or loss of patent protection through public disclosure of said information, Researchers will furnish the Company and CREST with copies of any proposed publication, lecture or presentation at least ninety (90) days in advance of such proposed publication or lecture or presentation.

11.3 The Company and/or CREST shall have sixty (60) days after receipt of said copies to object to such proposed public dissemination; in which event the Researchers shall refrain from making such publication or presentation for a maximum of ninety (90) days from the date of receipt of such objection in order for the Company to file the appropriate patent applications or to take appropriate measures to protect the Company’s Intellectual Property Rights.

11.4 The Company and/or CREST shall further have the right to request that any the Company and/or CREST proprietary information be deleted from the materials submitted, or that portions thereof be rewritten so as to protect the proprietary rights of Company or CREST as the case may be.

11.5 All materials to be credited to CREST shall be submitted to CREST for prior review and approval before any public launch or release. The Researchers shall ensure that the Project contains a complete and effective copyright notice that includes the full name of each copyright owner.

11.6 All materials to be credited to CREST must follow the standard form of acknowledgement as set out below, failing which such materials shall not be considered to have satisfied CREST’s KPI requirements and shall not be approved for public launch or release:

”Authors would like to thank Collaborative Research in Engineering, Science & Technology Center (CREST) for their continuous support in this research”

12 CREST’ Right to Information

12.1 Notwithstanding anything herein, the Researchers shall prepare and submit any information (including such information in connection with its associated companies) in relation to the Project to CREST, as and when reasonably requested.

12.2 When reasonably requested by CREST, the Researchers shall prepare and submit the following reports which shall be accompanied by all relevant supporting documentation to CREST, upon each delivery by the Researchers of the Deliverables:

12.2.1 a project-to-date expenditure report (up to date of the previous month’s accounts);

12.2.2 a milestone report; and

12.2.3 any other information as may be required by CREST,



In this context, “project-to-date” means the period from the commencement of this Agreement to the date of the subject expenditure report.

12.3 All costs relating to the preparation, collation and submission of the information pursuant to Clause 12.1 herein shall be borne by Researchers.

12.4 CREST shall be entitled to collect all relevant information relating to the Impact Information of the Grant Funds and/or the Project. The Project Lead shall be responsible for providing a report to CREST in relation to the Impact Information for a period of three (3) years from the completion of the Project.

13 Term and Termination

13.1 This Agreement is deemed to have commenced on the Commencement Date and shall continue in force until its expiration or lawful termination.

13.2 CREST shall have the right to terminate this Agreement upon the occurrence of any of the following events:

13.2.1 if the Researchers commit a breach of any of the terms, conditions, stipulations or covenants contained in this Agreement, which breach is capable of being remedied, and fails to remedy such breach within fourteen (14) days from the date of notice by CREST requesting the Researchers to remedy the same;

13.2.2 if the Researchers commit a breach of any of the terms, conditions, stipulations or covenants contained in this Agreement and such breach is incapable of being remedied;

13.2.3 if the Researchers enter into an arrangement or composition for the benefit of its creditors, or if a receiver or manager is appointed in respects of its assets or undertaking or any part thereof, or if an order shall have been made or a petition be presented or an effective resolution be passed for the winding up of such Party, otherwise than for the purpose of reconstruction or amalgamation, or for the bankruptcy of the Researchers;

13.2.4 if the Researchers threaten to or is wound-up or ceases to exist;

13.2.5 if the Researchers commit any act or omission by a Party that prejudices the reputation of the non-defaulting party;

13.2.6 if the Project is not completed by the Final Completion Date; or

13.2.7 if there is a variation, alteration and/or amendment to the Project which will result in a material change in the Project and such material change is prejudicial to the interest of CREST.

13.3 Notwithstanding any other rights of termination available to CREST, if in the reasonable opinion of CREST:

13.3.1 the Researchers have failed to meet or are unlikely to meet any of the Key Performance Indicators within the timeframes specified therefor; and/or



13.3.2 CREST considers it unlikely that the Project will be completed to CREST’s satisfaction or otherwise in a timely manner,

CREST may by notice in writing to the Researchers terminate this Agreement or any of its obligations thereunder in whole or in part and without any liability whatosever on its part, whereupon CREST shall be immediately released from its further obligations under the Agreement, including any obligation to provide any part of the Grant Funds, but without prejudice to any of CREST’s accrued rights.

13.4 Upon the termination of this Agreement (howsoever caused), all rights and obligations of the Parties herein shall cease (save as provided in Clause 13.5), and in particular the obligation by CREST to remit any further monies to the University and CREST shall be entitled to exercise any one or more of the following rights and remedies at its absolute discretion:

13.4.1 CREST shall have the right to withhold the disbursement of any of the Drawdown Amount or part thereof;

13.4.2 CREST shall have the right to (a) cease and decline to make any payments on behalf of the Company to third party vendors for any purchases made after termination of this Agreement and (b) reject all claims for expenses incurred by the Company after termination of this Agreement;

13.4.3 CREST shall have the right at its sole discretion to demand the University to immediately refund their Respective Portion of the Unexpended Grant Funds as disbursed by CREST up to the termination of this Agreement and such sums shall be owing and due from the University as of the date of such notice;

13.4.4 CREST shall have the right in its sole and absolute discretion to deal with the Company’s Respective Portion of the Unexpended Grant Funds and the Company shall be deemed to have no further rights over its Respective Portion of the Unexpended Grant Funds; and

13.4.5 CREST shall be entitled to appoint any other person, body or company to take over and complete the Project;

For the avoidance of doubt, nothing herein shall in any way prejudice any right or remedy available to CREST as a result of or arising out of the termination of this Agreement by CREST.

13.5 Those rights or obligations of the Parties under any provisions which are expressly or by implication intended by the Parties to survive termination, shall survive and continue after termination of this Agreement and shall bind the Parties, its successors and assignors. Termination of this Agreement shall not affect or prejudice any accrued right or liability of any Party or any other obligation surviving termination or any rights or remedies of any Party under this Agreement or at law.

14 Force Majeure

14.1 No failure or omission by any Party to carry out its obligations or observe any of the stipulations or conditions of this Agreement, shall give rise to any claims against the Party in question or be deemed a breach of this Agreement, if such failure or omission arises from a



cause of force majeure, which include acts of God, new statutory enactments or modifications, war or warlike hostilities, acts of terrorism, civil commotion, riots, blockades, embargoes, sabotage, strikes, lockouts, shortage of material or labour, delay in deliveries from sub-contractors, machine failure caused by force majeure, or any other event outside the reasonable control of the party in question. Each Party undertakes, notwithstanding that it is not the Party whose performance is affected, to co-operate and use its best endeavours to assist in removing the cause of the force majeure.

14.2 If any force majeure event shall continue for a period exceeding thirty (30) days, any Party may at any time thereafter, upon giving notice to the other Party, elect to terminate this Agreement. For the avoidance of doubt, should this Agreement be terminated under Clause 14.1 herein, (a) the University shall be entitled to receive its Respective Portion of the Grant Funds; and (b) any CREST approved purchases and claims for expenses incurred by the Company shall be paid by CREST, up to the point in time when the force majeure event has prevented it from fulfilling its obligations hereunder.

14.3 On the occurrence of any event mentioned in Clause 14.1 herein, the Parties shall for the duration of such event(s) be relieved of any obligation under this Agreement as is affected by the event(s) save that the provisions of this Agreement shall remain in force with regards to all other obligations under this Agreement which are not affected by the event(s).

15 Confidentiality

15.1 Each Party to this Agreement shall at all times keep confidential the terms and contents of this Agreement, any confidential information, documents and/or materials which it may acquire in relation to the other Party or their respective related corporations, past, present and future research, development, business activities and affairs (including files, prints, reproductions, designs, drawings, specifications, programs and technical information) and financial condition, whether or not it has been explicitly or tacitly identified or regarded as being confidential (collectively referred to as “Confidential Information”) and shall not use or disclose such Confidential Information except with the prior written consent of the Party affected by the use or disclosure.

15.2 Nothing contained in this Clause shall prevent any Party from disclosing any Confidential Information to its professional advisors, Project evaluators, officers, employees, agents or consultants involved in the performance of this Agreement, provided that such disclosure shall be made in confidence and only to the extent necessary to enable the discharge of duties and responsibilities owed to such Party. Nothing contained in this Clause shall prevent any Party from disclosing any information to the extent required in connection with legal proceedings amongst one or more of the Parties in relation to this Agreement, or as required pursuant to law or an order of court, or the requirements of any governmental, statutory or regulatory authority, or any stock exchange regulations. Further, any information described in Clause 15.1 shall not be deemed proprietary or confidential if:

15.2.1 it is or becomes publicly known through no wrongful act by any third party or by the Party disclosing or seeking to disclose;

15.2.2 it is already known to the Party disclosing through lawful means; or

15.2.3 it is rightfully received by the Party disclosing or seeking to disclose from a third party having the right to disclose.



15.3 The Parties agree to comply with all data protection provisions including, without limitation, the Personal Data Protection Act 2010 and any other applicable legislation relating to data protection. For clarity, each Researcher agrees that CREST shall permitted to collect and store the Personal Data of its Key Project Personnel for administrative purposes. Such information will not be shared with third parties. Each Researcher shall procure the consent of their Key Project Personnel to the processing of his/her personal data by CREST or such other approved third party. For the purpose of this Clause 15.3, “approved third party” includes but is not limited to CREST’s authorised service providers, government and/or quasi-governmental organisation.

“Personal data” includes all information arising from or relating to the performance of the Researchers’ duties hereunder that relates directly or indirectly to the Key Project Personnel, in which the Key Project Personnel is identified or identifiable.

15.4 The obligations of each of the Parties herein shall continue in effect notwithstanding the termination of this Agreement.

16 Indemnity

16.1 The Researchers undertake to indemnify and hold CREST harmless against any and all actions, proceedings, demands, claims, liabilities or damages (including full legal costs on a solicitor and own client basis) which may be suffered or incurred by CREST or asserted against CREST whatsoever or howsoever arising as a result of any breach, non-compliance, acts or omissions by the Researchers, its agents, employees or contractors or any of the Researchers’ representations, undertakings, warranties or obligations under this Agreement, or any acts or omissions by the Researchers, its agents, employees or contractors in connection with the development and/or exploitation of the Project, including without limitation, those arising from or in connection with third party claims for breach of contract, defamation, the infringement of any patent, trademark, copyright or other intellectual property rights in respect to the Project.

16.2 Neither Party shall be liable to the other for any special, indirect or consequential damages which may be suffered by such Party in connection with the performance of this Agreement, including, but not limited to, loss of use, loss of profits, loss of product, or business interruption.

17 Notice

17.1 All notices required to be served under this Agreement shall be in writing and may be served by personal delivery, email (with requested acknowledgement of receipt), facsimile or by first class post on the Parties at their respective address set out in this Agreement at the following addresses unless otherwise notified in writing:

17.1.1 CREST

Address: Collaborative Research in Engineering, Science & Technology Centersains@usmBlock C, Persiaran Bukit Jambul



11900 Bayan Lepas, Pulau PinangTel No.: +604-652 0088Fax No.: +604-652 0099Attention: Dr. Mohd Nor Azmi AliasEmail: [email protected]

17.1.2 The University

Address: []Tel No.: []Fax No.: []Attention: []Email: []

17.1.3 The Company

Address: []Tel No.: []Fax No.: []Attention: []Email: []

17.2 Notices shall be deemed to have been served at the time of delivery if sent by personal delivery, on confirmation of an entire and successful transmission to the then current facsimile number of the relevant Party if sent by facsimile and within seven (7) Business Days after posting if sent by first class post and at the date indicated on the receipt if sent by email with requested acknowledgement of receipt.

18 No Partnership

Nothing contained in this Agreement shall be deemed to constitute or create a partnership or joint venture between the Parties or renders any Party liable for the debts or liabilities of any other Party.

19 Severability and No Waiver

19.1 If any provision of this Agreement shall be prohibited by or adjudged by a court to be unlawful, void or unenforceable such provision shall to the extent required be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement and shall not in any way affect any other circumstances or the validity or enforcement of this Agreement.

19.2 Delay or failure by any Party to exercise any of its powers, rights or remedies shall not preclude any other or further exercise of them. Any waiver of rights must be in writing. The remedies provided in this Agreement are cumulative and not exclusive of any remedies provided by law.



20 Counterparts

This Agreement may be executed in any number of counterparts:

20.1.1 one of which shall be marked original and the rest duplicates;20.1.2 all of which, taken together, shall constitute one and the same instrument; and20.1.3 the execution by a Party of any of which shall constitute execution by that Party of all

such counterparts.

21 Cost

The Researchers shall pay all legal costs, charges and other expenses connected with the negotiation, preparation and implementation of this Agreement and the stamp duty on this Agreement.

22 Name and Logo

Neither Party shall use, nor permit any person or entity to use the name or logo (or any variation thereof) of the other Party without prior written consent of that other Party.

23 Dispute and Arbitration

23.1 Any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or invalidity thereof shall be settled by arbitration in accordance with the Kuala Lumpur Regional Centre for Arbitration Arbitration Rules (“Rules”).

23.2 Arbitration shall be held at the Kuala Lumpur Regional Centre for Arbitration (“KLRCA”) and shall be conducted in accordance with the Rules then in force and before a tribunal of three (3) arbitrators comprising of one (1) arbitrator nominated by CREST, one (1) arbitrator jointly nominated by the Researchers and one (1) arbitrator jointly nominated by the arbitrators nominated by CREST and the Researchers. In the event that the arbitrators nominated by the CREST and the Researchers are unable to agree on the nomination of an arbitrator, then the nomination shall be made by the then Director of the KLRCA. Any arbitral proceedings, including arguments and briefs, shall be conducted in the English language. Judgment on the award rendered by the arbitrator(s) will be binding and conclusive and may be entered and enforced in any court having jurisdiction thereof. The costs and expenses incurred by either Party for legal counsel, witnesses, travel expenses or other similar costs, shall be borne by each of the Parties respectively. The costs of the arbitrator(s) to conduct the arbitration shall be shared equally by the Parties. Neither Party shall be required to post security for any such costs.

24 Governing Law

24.1 This Agreement is governed by and is to be construed in accordance with the laws of Malaysia.

24.2 Subject to Clause 23, in relation to any legal action or proceedings arising out of or in connection with this Agreement, the Parties hereby irrevocably submit to the non-exclusive jurisdiction of the courts of Malaysia.

25 Entire Agreement



This Agreement embodies all the terms and conditions agreed upon between the Parties that governs the relationship between the Parties in relation to the Project, and supersedes any and all other contracts, representations, and arrangements, whether oral or in writing, heretofore made by the Parties with reference to the subject matter hereof.

26 Amendments to Agreement

26.1 This Agreement shall not be altered, changed, supplemented or amended except where mutually agreed in writing by all Parties.

26.2 The Researchers represent and warrant that they have thoroughly reviewed this Agreement and have verified the terms of this Agreement and the schedules therein and further agree to pay to CREST, such legal fees, administrative charges and such other costs and expenses, including but not limited to stamp duty as may be incurred for each subsequent supplemental agreement required to be prepared in respect of any amendments, changes and/or variations to this Agreement requested by either Researcher.

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IN WITNESS WHERE OF this Agreement has been entered into the day and year first above written.

CRESTSigned by )For and on behalf of )COLLABORATIVE RESEARCH IN ENGINEERING, )SCIENCE AND TECHNOLOGY CENTER ) ___________________________________In the presence of: ) Name: Jaffri Ibrahim

NRIC No.: 631202-01-5261Designation: Chief Executive Officer

___________________________________Name of Witness: Dr. Mohd Nor Azmi AliasDesignation: Senior Vice President, Research Management

The UniversitySigned by )For and on behalf of )[ ] )

) ___________________________________In the presence of: ) Name: [ ]

Designation: [ ] NRIC No.: [ ]

___________________________________Name of Witness: [ ]Designation: [ ]

The CompanySigned by )For and on behalf of )[ ] )

) ___________________________________In the presence of: ) Name: [ ]

Designation: [ ] NRIC No.: [ ]

___________________________________Name of Witness: [ ]Designation: [ ]



SCHEDULE 1THE PROJECT

(to be read and construed as an essential part of this Agreement)

1. Executive Summary

2. Objectives of the Project

3. Details of the Project

4. Application as annexed



SCHEDULE 2THE PROJECT SCHEDULE


- Gantt Chart for research activities



SCHEDULE 3BUDGET: SCHEDULE OF PAYMENT, INDUSTRY CONTRIBUTION AND UNIVERSITY CONTRIBUTION




SCHEDULE 4DRAWDOWN / KEY PERFORMANCE INDICATORS/ DELIVERABLES


PART A – MILESTONES

Drawdown Milestones Disbursement Recipient

Drawdown Amount Expected Deliverables Delivery Date not to be later than(End of every

Quarters)1 CREST’s receipt of signed and stamped

Research Grant AgreementRM… ([ ]%) Signed and stamped Research

Grant Agreement31 Mar 2018

2 [ ] RM… ([ ]%) 30 Jun 2018

3 [ ] RM… ([ ]%) 30 Sep 2018

4 [ ] RM… ([ ]%) 31 Dec 2018

5 [ ] RM… ([ ]%) 31 Mar 2019

6 [ ] RM… ([ ]%) 30 Jun 2019

7 [ ] RM… ([ ]%) 30 Sep 2019

8 [Final Drawdown Amount] RM… ([ ]%) 31 Dec 2019

9. Project Ends. Graduation of Masters Students and PhD Students

31 Mar 2020



10. Submit Final Report. CREST’s receipt of the final report pursuant to Clause 5.3

CREST’s receipt of a copy of PhD and Masters students graduation certificate

30 Jun 2020

11. Submit Impact Information Report. CREST’s receipt of the Report on Impact Information pursuant

to Clause 12.4



PART B - KEY PERFORMANCE INDICATORS/ DELIVERABLESExpected Output Count Expected Date of Completion /

Publication / Filing of IP1. Industrial PhD Graduate(s)

Industrial MSc Graduate(s)Full-time PhD Graduate(s) / Potential i-GRASP PhD candidateFull-time MSc Graduate(s) / Potential i-GRASP MSc candidate

2. Journal Publication(s)Conference Publication(s)

3. Foreground Intellectual Property Rights

For the avoidance of doubt:(i) Researchers are to inform CREST on the recruitment of the potential i-GRASP Applicants

by providing CREST with a copy of the official acceptance letter as post graduate students by the University and all post graduate students involved in the Project must be Malaysian students; and

(ii) with regard to any deliverables in respect of any publications from the University, such publications must be a direct product of the Project and/or the contents of the Publication must be derived from the Project.

PART C – KEY PROJECT PERSONNELName of Researcher

IC / Passport no.

Organisation Highest Academic Qualification & Designation

Email Address

1. [Name](Project Leader)

2. [Name](Role)

3. [Name](Role)

4. [Name](Role)

5. [Name](Role)



SCHEDULE 5DRAWDOWN NOTICE


[to be adopted under the letterhead of the University]

Date:

To: COLLABORATIVE RESEARCH IN ENGINEERING, SCIENCE AND TECHNOLOGY CENTERsains@usmBlock C, Ground FloorNo. 10, Persiaran Bukit Jambul11900 Bayan LepasPulau Pinang

Dear Sirs,

DRAWDOWN NOTICERESEARCH GRANT OF RM[**] GRANTED TO [Name of University] AND [Name of Company] PROJECT:

1. We refer to the Research Grant Agreement dated [insert date of agreement] (“Agreement”) entered into between [Name of University] (“University”) of the one part and [Name of Company] (“Company”) of the second part and yourselves in respect thereof. Terms defined in the Agreement have the same meanings herein.

2. We, on behalf of the University and the Company, hereby:-

(a) give you notice that we wish to request for the Drawdown Amount of RM[**]to be granted to the University and the Drawdown Amount of RM[**] to be granted to the Company under the Grant Funds in accordance with Clause 4.2 of the Agreement;

(b) enclose herewith the Deliverables and supporting documents as required under Clause 4.2 of the Agreement.

3. We, on behalf of the University and the Company, hereby confirm, represent, warrant and certify that:-

(a) from the date when the University and the Company first applied for the Grant Funds, there have been no material alterations or changes in the Project, the Project Schedule, the Budget and/or our business or other affairs which could or might adversely affect the ability of the University and the Company to proceed with or to perform the obligations of the University and the Company under or in connection with the Agreement;

(b) the representations and warranties stated in Clause 9 of the Agreement, this Drawdown Notice, the Deliverables and the supporting documents are true and accurate as at today’s date and will be true and accurate on the date of



disbursement of the Drawdown Amount; and

(c) no Event of Default has occurred and no event has occurred which with the giving of notice or lapse of time or both would constitute and Event of Default.

Yours faithfully,

………………………………………………Project LeaderDuly Authorised Signatoryfor and on behalf of[Name of University and Company]



SCHEDULE 6INTELLECTUAL PROPERTY FILINGS


Part A – IP Filing

Type of Intellectual Property Right to be created

Territory of Filing Proposed IP Filing Fees

Total Proposed IP Filing Costs:

Part B – Revenue Sharing

Revenue Sharing in respect of each Intellectual Property Right:Intellectual Property Right

CREST University Company

Note: Sharing of revenue stated in Part B is based on committed monetary contribution and actual revenue sharing shall be determined upon completion of the project.

Part C – Background IP and Foreground IP

Details of Background IP to be used in this project:Type of Intellectual Property Right

Details of Intellectual Property Right

Owner Usage Info

Details of Foreground IP expected to be filed from this project:Type of Intellectual Property Right

Details of Intellectual Property Right

Territory of Filing


Documents

RESEARCH GRANT AGREEMENT - crest.mycrest.my/.../TARGETED-IGRASP-RESEARCH-GRANT-AG… · Web viewresearch grant agreement . this agreement is entered into on this day of2018. between