AGREEMENT ON INDUSTRIAL PHD
BETWEEN
UNIVERSITI SAINS MALAYSIA
AND
ABC
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AGREEMENT ON INDUSTRIAL PHD
THIS AGREEMENT ON INDUSTRIAL PHD is made this day of , 20
(hereinafter referred to as “Agreement”);
BETWEEN
UNIVERSITI SAINS MALAYSIA, a public institution of higher learning established under the
Universities and University Colleges Act 1971 which for the purpose of this Agreement is
represented by its Institute of Post-Graduate Studies and having its main campus at 11800
USM, Pulau Pinang, Malaysia (hereinafter referred to as “USM”) of the first part;
AND
ABC (Company No. ..............……..), a company incorporated under the Malaysian
Companies Act 1965 and having its principal place of business
at ...................................................................................... (hereinafter referred to as “the
Company”) of the second part.
(USM and the Company shall hereinafter be collectively referred to as “Parties” and
individually as “Party”, where the context so requires)
WHEREAS
A. USM is Malaysia’s premier research university which strives to enhance and
strengthen its educational programs and has taken various initiatives to complement
its educational excellence. With its research and teaching facilities, experience, and
a multi-disciplinary team of experts from among its staff members, USM has entered
into various collaborative arrangements with other parties in its effort to enhance its
research contents and strengthen its industrial networking.
B. The Company is a company involved in ................................................
C. The Ministry of Higher Education (hereinafter referred to as “MOHE”) has introduced
MyBrain 15 initiative under the National Institution of Higher Learning Strategic Plan
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to create highly educated workforce as catalyst for research and innovation.
Programs under MyBranin 15 include Industrial PhD which is opened for participation
by employees in private sectors. USM is a recognised institute of higher learning for
the Industrial PhD program.
D. The Company is desirous of enrolling its employee, [ name of student ] [NRIC:........ ]
(hereinafter referred to as “Student”) to register as a student of USM and pursue the
PhD studies in [ ................................ ] and to carry out fundamental research on
[ ........................... ] and any other research to be mutually agreed upon by the
Parties.
E. The Company agrees that the Student shall be registered as a full time student at
USM and shall be subject to all rules and regulation of USM as well as the guidelines
and/or policy on the Industrial PhD program as set by MOHE, and any amendments
thereto as decided by MOHE from time to time.
F. USM agrees to accept the Student as a full time student of USM and for the purpose
of the Project (as hereinafter defined), USM shall nominate a suitable lecturer to
supervise the Student.
NOW THEREFORE, THE COMPANY AND USM HEREBY AGREE AS FOLLOWS:
Clause 1 – Definitions and Interpretations
1.1 In this Agreement, unless the context otherwise requires, the following terms shall
have the following meanings:
“Confidential Information” means any and all technical and non-technical
information including patent, copyright, trade secret,
know-how and proprietary information, techniques,
sketches, drawings, diagrams, methods, processes,
apparatus, equipment, algorithms, software
programs, software source documents, and formulae
related to a technology or invention, and includes,
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without limitation, its respective information
concerning research, experimental work,
development, design details and specifications,
engineering, financial information, procurement
requirements, purchasing manufacturing, customer
list, business forecasts, sales and merchandising
and marketing plans and information designated in
writing to be confidential or by its nature intended to
be for the sole knowledge of the receiving party or if
orally given in the circumstances of confidence or
confirmed promptly in writing as having been
disclosed as confidential or proprietary for the
Purpose; that is conveyed by the disclosing party to
the receiving party, in written, oral, digital, magnetic,
photographic and/or whatsoever forms.
“Company’s Intellectual
Property”
means pre-existing and/or background Intellectual
Property owned or developed by the Company, or its
parent or its related companies worldwide, with no
facilities, contribution, involvement or support by
USM as to its development and any Intellectual
Property developed outside the scope of this
Agreement.
“Intellectual Property” means:
(a) Inventions; manner, method or process of
manufacture; method or principle of
construction; or design; plan, drawing or design;
or scientific, technical or engineering information
or document;
(b) Improvement, modification or development of
any of the foregoing;
(c) Patent, application for a patent, right to apply for
a patent or similar rights for or in respect of any
intellectual property referred to in paragraph (a)
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or (b);
(d) Trade secret, know-how, confidential
information or right of secrecy or confidentiality
in respect of any information or document or
other intellectual property referred to in
paragraph (a) or (b);
(e) Copyright or other rights in the nature of
copyright, including the Project thesis, clauses,
journal and conference papers, subsisting in
any works or other subject matter referred to in
paragraph (a) or (b);
(f) Registered and unregistered trademark,
registered design, application for registration of
a design, right to apply for registration of a
design or similar rights for or in respect of any
work referred to in paragraph (a) or (b);
(g) Any Intellectual Property in addition to the
above which falls within the definition of
intellectual property rights contained in Clause 2
of the World Intellectual Property Organisation
Convention of July 1967; and
(h) Any other rights arising from the thesis of the
Project and other intellectual activities in the
scientific, literary or artistic fields,
Whether vested before or after the date of this
Agreement and whether existing in Malaysia or
otherwise and for the duration of the rights.
“New Intellectual Property” means Intellectual Property conceived, improved or
reduced to practice or writing by the Student during
the Project, including the Project thesis, journal,
publication etc..
“Project” means the Industrial PhD program of joint research
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activities between USM and the Company on the
subject field as agreed upon by the Parties, subject
always to the guidelines and/or policy as set up by
MOHE.
“Project Period” means the period of studies of the Student in
accordance to the Letter of Offer issued by USM or
any period as may be mutually agreed upon by the
Parties herein for the Project.
“USM’s Intellectual
Property”
means pre-existing and/or background Intellectual
Property owned or developed by USM with no
facilities, contribution, involvement or support by the
Company or the Student as to its development and
any Intellectual Property developed outside the
scope of this Agreement.
1.2 Any monetary references shall mean the Malaysian currency.
Clause 2 – Research Project Work
2.1 The Student shall commence the Project upon execution of this Agreement and shall
use reasonable efforts to perform such Project substantially in accordance with the
terms and conditions of this Agreement. The Company and USM may at any time
change the scope of the Project by mutual written agreement.
2.2 In the event that the Student become unable or unwilling to continue the Project, and
a mutually acceptable substitute is not available, USM shall have the absolute
discretion and option to terminate the Project.
2.3 The supervisors/professors of USM involved in the Project shall provide academic
and research advice and shall supervise the Student throughout the Project Period.
2.4 USM has the absolute right to register the Student for the Project subject always to
the admission requirements and criterias of USM.
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2.5 USM and the Company shall plan and approve the Student’s complete Project’s
programme, and USM shall award the PhD degree if the requirements for the Project
have been met in accordance to USM rules and regulations. The Project shall be
completed in accordance with the rules for Industrial PhD students as applicable
from time to time, including MOHE’s guidelines and/or policy for the Industrial PhD
program.
Clause 3 – Funding
3.1 USM shall be provided with financial assistance by the Company and MOHE in
conducting the Project research on the areas mentioned herein (hereinafter referred
to as “the Funding”).
3.2 The Funding from MOHE may only cover the following costs:
i. supervision costs (Kos Penyeliaan)
ii. studies costs (Kos Pengajian)
iii. Training Supervision costs (Kos Latihan Penyeliaan)
iv. Panel Exam costs (Kos Pemeriksaan Panel)
v. Conferment of degrees (Penganugerahan Ijazah)
subject always that the maximum amount of the Funding from MOHE for the costs of
items i-v above shall not exceed RM50,000.00.
3.3 The Company shall provide the Funding to the Student as agreed between them and
USM shall not interfere with such arrangement between the Company and the
Student, unless otherwise agreed between the parties.
3.4 The Company hereby undertakes that it shall pay for the part of the costs in the
estimated sum of RM[ ]for the Project education and material not covered by
MOHE.
Clause 4 – Intellectual Property
4.1 Nothing contained in this Agreement shall be deemed to grant either Party either
directly or indirectly or by implication, estoppels or otherwise any license under any
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patents, patent applications or other proprietary interest over any Intellectual
Property of either Party.
4.2 All rights over any New Intellectual Property by the Student arising from the Project
shall be vested in USM in accordance to USM Intellectual Property Policy.
4.3 All rights, titles and interests over USM’s Intellectual Property used to produce any
product which forms the New Intellectual Property, shall continue to belong to USM;
and the Company shall not have any claim on them.
4.4 Where it is established that any USM’s Intellectual Property is a requirement for the
New Intellectual Property, adequate remuneration entitled to USM for such usage of
USM’s Intellectual Property shall first be agreed by the Company and USM in writing.
4.5 The Company agrees that USM shall reserve a royalty-free, non-exclusive licence to
use the Company’s Intellectual Property and/or the results of the Project internally,
whether patented or registered by the Company, in connection with USM’s research
and teaching subject to restrictions on publication and confidentiality as set out
respectively, for the purpose of completion of the Project.
Clause 5 – Rights to Publish
5.1 The data and information accruing from this Agreement may be published by USM in
accordance with USM Intellectual Property Policy respecting the same. The
Company may be provided with a copy of any proposed publication at least twenty-
one (21) days prior to submission for review of patentable items or items deemed
confidential as defined in clause 6 herein. The purpose of this clause is to further
protect the rights of USM and the Company in the protection of any contemplated
publication concerning details of an invention or the Company’s Confidential
Information as defined in the clause 6 herein
5.2 If deemed reasonably necessary by USM and/or the Company to protect such
interests, any contemplated publication concerning details of an invention, etc, may
be withheld until a patent application is filed or other appropriate steps to protect the
commercial value have been contemplated.
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5.3 Notwithstanding clause 5.2 above, in no event shall any publication be delayed
exceeding twelve (12) months from the date the proposed publication is provided to
the Company, but such publication shall not include the Company’s Confidential
Information as reasonably determined by the Company and communicated to USM
within the twenty-one (21) day review period referenced in clause 5.1 above.
5.3 In all publications arising out of this Agreement, USM and/or the Student may
acknowledge the contribution and technical support of the Company.
Clause 6 – Confidentiality
6.1 Either Party shall not disclose or cause to be disclosed any Confidential Information
revealed to the other Party without the prior written approval of the disclosing Party.
6.2 USM shall also inform the Student of the terms and conditions of this Agreement and
the Student shall automatically be subjected to all USM rules and regulation as a full
time student of USM, and of the obligations to maintain the Company’s and USM’s
Confidential Information in confidence. Likewise, the Company shall also inform its
personnel of the terms and conditions of this Agreement and of their obligations to
maintain the Company’s and USM’s Confidential Information in confidence.
6.3 Each Party shall hold in confidence all Confidential Information disclosed by the
other Party in writing and marked confidential under this Agreement except where
such:
i. Confidential Information which at the time of disclosure is in the public
domain;
ii. Confidential Information which after disclosure is published or otherwise
becomes part of the public domain through no fault of the receiving Party;
iii. Confidential Information which was in the possession of the receiving Party
at the time of disclosure and was not acquired under an obligation of
confidence to the disclosing Party with respect thereto; and
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iv. Confidential Information which is disclosed subsequently to the receiving
Party by another party and not acquired by such third party under an
obligation of confidence to the disclosing party with respect thereto.
Clause 7 – Term and Termination
7.1 This Agreement shall become effective on the date first above written regardless of
the diverse dates the Parties may have signed this Agreement and shall continue in
effect until the end of the Project Period.
7.2 In the event that any Party hereto commits any breach or default in any of the terms
or conditions of this Agreement, and fail to remedy such default or breach within
thirty (30) days after receipt of a written notice thereof from the non-defaulting Party,
the non-defaulting Party may, at its option and in addition to any other remedies
which it may have at law or in equity, terminate this Agreement by giving a written
notice of termination to the defaulting Party, and such termination shall be effective
as of the date of receipt of such notice PROVIDED ALWAYS that any termination
arising from this clause shall not prejudice the right of the Student to complete
his/her Project studies.
Clause 8 - Assignment
Neither Party shall be entitled to assign this Agreement, in whole or in part, or any of its
rights and obligations under this Agreement without the prior written consent of the other
Party.
Clause 9 - Relationship Of The Parties
Nothing in this Agreement shall be construed as establishing or creating a partnership or a
relationship of master and servant between any of the Parties hereto or as constituting any
party as an agent or representative of the other Party for any purpose or in any manner
whatsoever.
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Clause 10 – Entire Agreement
This Agreement shall constitute the entire agreement between the Parties hereto with
respect to the Project and shall supersede all prior or contemporaneous representations,
agreements and promises, written or oral, between the Parties with respect to the Project.
Clause 11 - Modifications
This Agreement shall not be amended, altered, changed or otherwise modified without the
mutual consent of the Parties hereto and such amendments, alterations, changes or
modifications shall be made in writing and signed by the Parties hereto.
Clause 12 – Notices
Any notice or communication between the Parties shall be delivered to the address, or sent
to the facsimile number or emailed to the following:
For USM:
Address
Telephone no.
Facsimile no.
Contact person
Email address
[ School address ]
...............................................
...............................................
...............................................
[ to be nominated by the School ]
For ABC:
Address
Telephone no.
Facsimile no.
Contact person
Email address
...............................................
...............................................
...............................................
...............................................
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Clause 13 - Severance
Notwithstanding that any provision of this Agreement may prove to be illegal or
unenforceable, the remaining provisions of this Agreement shall continue in full force and
effect.
Clause 14- Legal Costs
Each Party shall bear its own legal costs in the preparation and execution of this Agreement.
Clause 15 – Governing Law
This Agreement shall be governed and construed in accordance with the laws of Malaysia.
Clause 16 – Successors Bound
This Agreement shall be binding on the Parties and their respective successor-in-title and
permitted assigns.
Clause 17 – Name, Official Emblem and Logo
17.1 Neither Party shall use, nor permit any person or entity to use the name, acronym,
official emblem, logo, trade mark (or any variation thereof) or other Intellectual
Property (hereinafter referred to as “Brand Materials”) that is/are identified with or
belongs to the other Party on any publication, document, paper, audio or visual
presentation, or for publicity purposes.
17.2 Any use of the Brand Materials for the purposes stated in clause 17.1 above shall
first obtain the written consent of the other Party and shall comply with all reasonable
instructions as to the use of the other party’s Brand Materials.
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Clause 18 - E-Communication and Signature
The Parties hereby consent to electronic communication and electronic signatures being
equal to signatures inked on paper. The Parties acknowledge and agree that electronic
communication is an acceptable method of communicating information from a Party to the
other party without having to communicate the same on paper. Any communication and
subsequent electronic signature that has been sent or signed in the past, present, or future
between the Parties will hold the same force and effect as a document signed and inked on
paper.
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IN WITNESS WHEREOF the Parties hereto have hereunto set their hands the day and year
first abovewritten.
SIGNED BY for and on behalf of UNIVERSITI SAINS MALAYSIA ................................................................... PROFESSOR DATO’ DR. OMAR OSMAN Vice-Chancellor
SIGNED BY for and on behalf of ABC SDN BHD ................................................................ [ name & designation ]
In the presence of: ……………………………………………… [name & designation ]
In the presence of: ……………………………………………… [name & designation ]