PRIVATE & CONFIDENTIAL

RESEARCH GRANT AGREEMENT

THIS AGREEMENT is entered into on this day of2018

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

  1. 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

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

OPERATIVE PROVISIONS

1.Definitions

1.1In 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 Universityto 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 allowance
Master’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;
(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 1st tier PhD candidate who:
(a)has completed his/her Bachelor’s degree in the relevant and related field with a minimum CGPA of 3.5; or
(b)industry working experience in the relevant and related field of not less than 3 years with minimum CGPA of 3.00; or
(c)research experience in the relevant and related field of not less than 3 years with 3 journal publications with minimum CGPA of 3.00;
(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 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 3 years with minimum CGPA of 2.75; or
(c) research experience in the relevant and related field of not less than 3 years with 2 journal publications with minimum CGPA of 2.75;
(d) is a registered full time graduate student working on the Project;
(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” / meansthe 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” / meansRinggit 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 allCREST 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 respectof the Company’s Respective Portion in connection with the Project (if any); and
“University Contribution” / meansRinggit 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.

1.2Where 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.

1.3Unless 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.

1.4Unless 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.

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

1.6The 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.

  1. 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 copiesas 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: