MINISTRY OF EDUCATION MALAYSIA (MOE)

FUNDAMENTAL RESEARCH GRANT

SCHEME (FRGS) AGREEMENT

DEPARTMENT OF HIGHER EDUCATION (JPT) INSTITUTIONS OF HIGHER EDUCATION EXCELLENCE PLANNING

DIVISION (BPKI)

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THIS AGREEMENT is made on the ........….…..…. day of .........………… year ………....

BETWEEN

THE GOVERNMENT OF MALAYSIA who for the purpose of this Agreement is

represented by the Ministry of Education Malaysia (MOE) Level 7, No. 2, Tower 2,

Street P5/6, Precinct 5, 62200 PUTRAJAYA (hereinafter referred to as the

“Government") of the one part;

AND

(NAME OF ENTITY) .........................................................................................................,

a Public Higher Educational Institution established under the Universities and

University Colleges Act 1971 [Act 30] and having its address at (ADDRESS OF

ENTITY) ........................................................................................................................................

.........................................................................................................................................................

.........................................................................................................................................................

(hereinafter referred to as the “Entity”) of the other part.

OR

(NAME OF ENTITY) .........................................................................................................,

a Private Higher Educational Institution established under the Private Higher

Educational Institutions Act 1996 [Act 555] and having its address at (ADDRESS OF

ENTITY) ........................................................................................................................................

.........................................................................................................................................................

.........................................................................................................................................................

(hereinafter referred to as the “Entity”) of the other part.

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The Government and the Entity may individually be referred to as the “Party” or

collectively as the “Parties”.

WHEREAS:

A. The Government is desirous of fundamental research in Malaysia by the provision

of financial assistance to suitable organizations for research and development

activities in identified priority areas.

B. The Entity has submitted an application for a grant of financial assistance under

the Fundamental Research Grant Scheme (FRGS) as defined hereby, to embark

on a study of ……………………………………………………………………..…………

…………………………….…………………………………………………………………

……………...………….……………………………………………………………………

………………………………(Project Title) (hereinafter referred to as the “Project”).

C. The Entity wishes to carry out the Project and the Government agrees to provide a

grant for financial assistance under the Fundamental Research Grant Scheme

(FRGS) based on the terms and conditions hereinafter set forth.

D. The Parties now wish to formalise the terms and conditions relating to provisions of

disbursement of the Grant by the Government to the Entity under this Agreement.

E. The following document (hereinafter referred to as the “Schedules”) shall be

complementary to one another.

SCHEDULE A : FRGS Application Form (A1 (R))

SCHEDULE B : Form FRGS - P1 R (Progress Report)

SCHEDULE C : Form FRGS - P2 RMC (Overall Report)

SCHEDULE D : Form FRGS - P3 R (Final Report)

SCHEDULE E : Form FRGS - K1(RMC) (Progress Financial Report)

SCHEDULE F : Form FRGS - K2 (RMC) (Expenditure Financial Report)

SCHEDULE G : Payment Notification Letter

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NOW IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATIONS

1.1 Definitions

In this Agreement, the following words or phrase and any other part of other

grammatical form in respect of such words or phrase used in this Agreement shall

have the following meaning except where the context otherwise requires:

“Agreement” whenever used herein and in all agreement documents shall

mean the documents forming this Agreement together with all

the Schedules attached hereto and all documents taken

together shall be complementary to one another;

“Confidential

Information"

means all know-how, financial information and other

commercially valuable information in whatever form including

unpatented inventions, trade secrets, formulae, graphs,

drawings, designs, biological materials, samples, devices,

models and other materials of whatever description which the

Party claims is confidential to itself and over which it has full

control and includes all other such information that may be in

the possession of the Party's employees or management.

Information is not confidential if –

a) it is or becomes part of the public domain unless it came

into the public domain by a breach of confidentiality;

b) it is obtained lawfully from a third party without any

breach of confidentiality; or

c) it is already known by the recipient Party (as shown by its

written record) before the date of disclosure to it.

“Disbursement

Date”

means the first disbursement of the Grant;

“Financial

Report”

means a report consisting of all accounts relating to the

income received and expenses incurred by the Entity on the

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Project, specifying the period in which the Entity has received

payments and incurred expenses together with all supporting

documents and/or documents as may be required by the

Government;

“Grant”

means the total amount of money that the Government

disburse to the Entity in accordance with clause 5 of this

Agreement as a financial assistance for the implementation of

the Project under the Fundamental Research Grant Scheme

(FRGS);

“Grant Period means the period referred to in clause 3;

“Intellectual

Property”

means patents, registered designs, unregistered design

rights, copyrights, rights in trademarks and service marks

whether registered or not, goodwill and rights in confidential

information and know-how and any associated or similar

rights (including in all cases, applications and rights to apply

therefore) together with any and all documentation relating to

such rights and interests;

“Milestones” means the major achievement of activities of the Project as

described in SCHEDULE B and C;

“Milestone

Report”

“Project”

means a report containing the completion of milestones

planned and scheduled in accordance with the

implementation schedule as in SCHEDULE D;

means the project as detailed in SCHEDULE A: FRGS

Application Form (A1(R)) of this Agreement;

“Project

Completion

Date”

means the date the Government acknowledges in writing of

the successful and full implementation of the Project;

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“Project

Intellectual

Property”

“Project Leader”

means Intellectual Property which is created, developed or

discovered in the conduct of the Project including any output

of creative endeavour derived with the potential for

commercialisation and exploitation for economic gain;

means the individual engaged by the Entity and identified as

in SCHEDULE A: FRGS Application Form (A1 (R)) who will

be responsible to engage in or perform the research activity

for the purpose of the Project;

“Project Team”

“Fundamental

Research Grant

Scheme (FRGS)”

means the researchers (project leader and co- researcher/s)

engaged by the Entity as in SCHEDULE A: FRGS Application

Form (A1 (R))

means a grant provided by the Government through a fund

created for the purpose of promoting fundamental research

activities which can generate new theory, concept and idea

that catalyse new discovery and innovative invention for

knowledge enhances.

1.2 Monetary references are in Malaysian currency.

1.3 Any word (including a word defined or given a special meaning) denoting the

singular shall include the plural and vice versa.

1.4 Words denoting any gender shall include all genders.

2. GENERAL OBJECTIVE

2.1 This Agreement shall provide the framework for the Project as detailed in

SCHEDULE A: FRGS Application Form (A1(R)) of this Agreement.

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2.2 The Project is to be funded by the Government through the Ministry of Education

Malaysia with the Grant being disbursed and managed by the Entity.

3. GRANT PERIOD

The Grant Period shall commence on the Disbursement Date and subject to the

terms and conditions of this Agreement, the Grant shall continue for a period of

.………..….... (……......) years expiring on the …………..…...…… anniversary of

the Disbursement Date.

4. THE PROJECT

4.1 Project Team

(a) The Project shall be carried out by the Project Team consisting of Project

Leader and co-researcher/s as specified in SCHEDULE A: FRGS Application

Form (A1(R)).

(b) The Project Team shall carry out the Project with due diligence and efficiency

and in conformity with sound technical practices.

(c) The Project Team shall act at all times so as to protect the interests of the

Government and shall ensure the completion of the Project to the satisfaction

of the Government.

(d) Change or substitution of the Project Leader as stated in SCHEDULE A:

FRGS Application Form (A1(R)) must be informed to the Government.

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4.2 Completion of the Project

(a) The Project Team shall implement and complete the Project in accordance

with the approved timeline as stated in SCHEDULE A: FRGS Application

Form (A1(R)).

(b) Upon successful completion of the Project, the Project Leader shall submit a

P3 R Form (Final Report) as in SCHEDULE D and the final report to the

Government and the Government shall acknowledge the acceptance of the

form and the final report in writing.

5. GRANT IN RESPECT OF EXPENDITURE

5.1 The Grant

(a) The Government shall provide and disburse the Grant to the Entity

amounting to RM......................... (RINGGIT MALAYSIA.................…...………

……………………………………..) in accordance with the Payment

Notification letter ………….………… (date) and …………………………………

(reference number). All other costs and expenses on any other items shall be

borne by the Entity.

(b) The amount of the Grant may be adjusted by the Government and the

Government has the absolute discretion for any review of the Grant or

aggregate amount to be paid to the Entity.

(c) The Government shall be at liberty to declare all sums of money otherwise

due to the Entity, which may be in the hands of the Government, to be

retained or reserve the right to deduct from any monies that may become

payable by the Government to the Entity under this Agreement.

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5.2 Withholding Payment of Grant

(a) If any of the following events shall have happened and be continuing, viz:

(i) a default shall have occurred in the execution of any of the terms of this

Agreement on the part of the Entity; or

(ii) any other condition which has arisen, which, in the reasonable opinion of

the Government, interferes or threatens to interfere with the successful

performance of the Project or the accomplishment of the purposes of this

Agreement,

then the Government may by written notice to the Entity –

(aa) withhold in whole or in part payments to the Entity under this Agreement;

and

(bb) demand the Entity to immediately cease all expenditures under this

Agreement and to return to the Government, such amount or amounts of

unexpended monies already paid by the Government to the Entity, in

whole or in part, as the case may be.

(b) If any of the conditions referred to in sub-clause 5.2(a)(bb)shall have

happened and be continuing for a period of fourteen (14) days after the

Government has given written notice of withholding payments to the Entity

under this Agreement, the Government may by written notice to the Entity

terminate this Agreement.

5.3 Management of the Grant

(a) The Grant shall not be applied for any purpose other than the purposes for

which the Grant is granted.

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(b) The Entity shall ensure that the Grant is held in an account under the Entity‟s

sole control, with a licensed banking institution in Malaysia.

6. REPORTS

6.1 Progress and Financial Reports

The Entity shall submit to the Government the following reports every six (6)

month:

a) a Progress Report (Form) in accordance with the format prescribed in

SCHEDULE B;

b) an Overall Progress Report (Form) in accordance with the format prescribed

in SCHEDULE C;

c) a Progress Financial Report (Form) in accordance with the format

prescribed in SCHEDULE E; and

d) an Expenditure Financial Report (Form) in accordance with the format

prescribed in SCHEDULE F;

6.2 End of Project Report

The Entity shall submit to the Government an End of Project Report (Form) in

accordance with the format prescribed in SCHEDULE D and the final report as

approved by the Government three months after the completion of the project.

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7. MAINTENANCE, ACCESS AND INSPECTION OF RECORDS

7.1 Maintenance of Records

(a) The Entity shall in connection with the Project, and in addition to any other

reports required by this Agreement, keep and maintain, to the Government's

satisfaction, proper books of account and operating records necessary to

afford a correct record and explanation of –

(i) all expenditure by the Entity on the Project; and

(ii) the technical progress and performance of the Project.

(b) The Entity shall, unless the Government otherwise agrees in writing, retain all

such books of account and operating records relating to the Project for 5

years after the completion of the Project or earlier termination of the

Agreement.

(c) The Government hereby reserves the right to appoint an auditor or group of

auditors of its choice to conduct a management audit on the Grant at any

reasonable time with prior written notice to the Entity. In the event an audit

reveals that the Grant paid to the Entity is in excess of the actual

Expenditures incurred by the Entity, the Entity shall refund any and all such

excess to the Government.

7.2 Access to Records

(a) The Entity shall at all times permit the Government, its officers, servants,

agents and authorized representatives access to the Entity‟s premises, to

enter and remain in any part of the premises.

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(b) The Entity shall render all reasonable and necessary assistance to enable

those officers, servants or agents to examine and take copies of any records

maintained pursuant to this Agreement or any records which in the opinion of

the Government are considered relevant to the Project.

(c) The Government and the Entity shall have equal access to the records

pertaining to the Project.

7.3 Inspection of Records

The Entity shall at all times permit the Government, its officers, servants, agents

and authorized representatives to inspect the activities of the Project (or any work

relating to it) and access the progress thereof.

8. SITE VISITS

The Government through its authorized representatives has the right, at all

reasonable times, to make site visits to review the Project accomplishments and

management control systems. If any site visit is made by the Government to the

premises of the Entity, or other premises where the Project may be conducted, the

Entity shall provide and require its servants or agents to provide reasonable

assistance to the Government and its authorized representatives in the

performance of their duties.

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9. PROJECT INTELLECTUAL PROPERTY

9.1 Ownership of Project Intellectual Property

(a) The copyright and all other proprietary rights whatsoever in the Project and

other material developed pursuant to or under this Agreement shall vest in the

Entity.

(b) The Entity shall be responsible for –

(i) the management of the Project Intellectual Property; and

(ii) any claim that the Project Intellectual Property infringes a patent, copyright

or registered design.

9.2 Obligation of Entity

(a) The costs of maintaining the Project Intellectual Property shall be borne by

the Entity.

(b) The Entity may disclose to the Government in writing, of the existence of the

Project Intellectual Property not later than 90 days from the Project

Completion Date.

(c) Notwithstanding the duration of this Agreement, the Entity shall at no cost to

the government, grant to the Government a non-exclusive, non-transferable,

irrevocable and royalty free license on the Project Intellectual Property to use

for the purpose of research and education.

(d) It is hereby agreed by the Parties hereto that the Entity shall submit a copy of

this agreement to the Project Leader upon signing of this Agreement.

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9.3 Intellectual Property Acquisition or Technology Acquisition

In consideration of the Government providing the Grant for the purpose of

Intellectual Property Acquisition or Technology Acquisition and the Project

Intellectual Property is commercialised, the Entity shall be responsible to arrange

the payment of any commercialisation fees obtained by the Entity in accordance to

the existing Intellectual Property policy.

10. VARIATIONS

(a) The Entity shall not make any variation to the Project„s details as described in

SCHEDULE A: FRGS Application Form (A1(R)) without obtaining the prior

approval of the Government.

(b) Any approval for variation shall not include the approval for the carrying on of

an activity outside the details of Project as described in SCHEDULE A: FRGS

Application Form (A1(R)).

(c) Where a variation is proposed by the Entity and approved by the

Government, or proposed by the Government and agreed by the Entity, the

variation shall be ineffective unless and until it is made in writing and signed

by the Government.

(d) The Government shall not be obliged to approve any proposed variation and

shall have an absolute discretion in deciding whether or not to grant its

approval.

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11. CONFIDENTIALITY

The Entity shall treat all Confidential Information arising from the Project which is

not already in the public domain as confidential.

12. FORCE MAJEURE

(a) Neither the Government nor the Entity shall be in breach of its obligation

under this Agreement if it is unable to perform its obligation under this

Agreement (or any part of them), as a result of the occurrence of an event of

Force Majeure. An event of Force Majeure shall mean –

(i) War (whether declared or not), hostilities, invasions, armed conflict, act of

foreign enemy, rebellion, insurrection, revolution, terrorism or usurped

power;

(ii) Ionization radiation or contamination by radioactivity from any nuclear

waste, from combustion of nuclear fuel, radioactive toxic, explosive,

nuclear assembly or nuclear competent thereof;

(iii) Pressure waves caused by aircraft or other aerial devices travelling at

sonic or supersonic speed;

(iv) Riot and disorders, strike, lockout, labour unrest or other industrial

disturbances, sabotage or criminal damage affecting the maintenance of

this Agreement or any act of vandalism which is not the fault of the Entity,

which cause, or can reasonably be expected to cause, any party to fail to

comply with its obligations under this Agreement; and

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(v) Natural catastrophes including but not limited to earthquakes, floods,

subsidence, lightning and exceptionally inclement weather and

subterranean spontaneous combustion.

(b) If an event of Force Majeure occurs by reason of which either Party is unable

to perform any of its obligation under this Agreement (or any part thereof), the

Party shall inform the other Party immediately of the occurrence of that event

of Force Majeure with full particulars thereof and the consequences thereof.

(c) If either Party considers the event of Force Majeure to be of such severity or

to be continuing for such period of time that it effectively frustrates the original

intention of this Agreement, then the Parties may agree that this Agreement

may be terminated upon mutual agreement of the Parties.

(d) If this Agreement is terminated by an event of Force Majeure pursuant to the

above clause, all rights and obligations of the Parties under this Agreement

shall forthwith terminate and neither Party shall have any claim against the

other Party and neither Party shall be liable to each other save for any rights

and liabilities accruing prior to the occurrence of the event of Force Majeure.

(e) Neither Party shall be entitled to rely upon the provisions above if both Parties

reasonably determine that an event of Force Majeure has not occurred.

(f) For avoidance of doubt, the Parties shall continue to perform those parts of

those obligations not affected, delayed or interrupted by an event of Force

Majeure and such obligations shall, pending the outcome of this clause

continue in full force and effect.

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13. DISPUTE RESOLUTION

(a) Any matter, claim or dispute between the Parties in respect of any matter

under this Agreement may be referred by either Party to a dispute resolution

committee (the “Dispute Resolution Committee”) consisting of –

(i) the Secretary General of the Ministry of Education Malaysia as Chairman;

(ii) two (2) representatives appointed by the Government; and

(iii) two (2) representatives appointed by the Entity.

(b) The Dispute Resolution Committee shall determine its own procedures. The

Dispute Resolution Committee shall meet and endeavour to achieve an

amicable settlement between the Parties in respect of any dispute referred to

it.

14. TERMINATION OF AGREEMENT

14.1 Termination by the Government

(a) In the event the Entity without reasonable cause –

(i) suspends the Project and fails to proceed regularly and diligently with the

performance of its obligations under this Agreement;

(ii) fails to execute the Project in accordance with this Agreement or

persistently neglects to carry out its obligations under this Agreement;

(iii) defaults in performing the duties attributed to it under this Agreement; or

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(iv) breaches any of its obligations or fail to comply with any other terms and

conditions of this Agreement,

then, the Government shall give notice in writing to the Entity specifying the default

and requiring the Entity to remedy such default within thirty (30) days after the date

of the notice. If the Entity fails to remedy the relevant default within such period or

such other period as may be determined by the Government, the Government shall

have the right to terminate this Agreement at any time thereafter by giving notice to

that effect.

(b) If at any time during the subsistence of this Agreement

(i) an order is made or a resolution is passed for the winding-up of the Entity,

except for the purpose of reconstruction or amalgamation not involving the

realization of assets in which the interest of creditors are protected;

(ii) the Entity goes into liquidation or a receiver is appointed over the assets of

the Entity or the Entity makes an assignment for the benefit of or enters

into an arrangement or composition with its creditors or stops payment or

is unable to pay its debts; or

(iii) execution is levied against a substantial portion of the Entity‟s assets,

unless it has instituted proceedings in good faith to set aside such

execution,

then the Government shall have the right to terminate this Agreement forthwith

by giving notice to that effect.

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(c) Upon termination of this Agreement under Clause 14.1(a) or 14.1(b):

(i) the powers and rights granted by and the obligations in this Agreement

shall terminate immediately;

(ii) the Entity shall –

(aa) forthwith cease the Project; and

(bb) prepare a statement of expenditure incurred and a report in a form

satisfactory to the Government in connection of the Project

including the present stage of its progress; and

(iii) the Government shall cease the payment of the Grant or balance payment

of the Grant and claim against the Entity for any unutilized balance as a

result of the termination of this Agreement.

PROVIDED THAT the termination shall not affect or prejudice the rights of any Party

which have accrued prior to the date of termination of this Agreement and the

obligations under this Agreement shall continue even after the termination of this

Agreement in respect of any act, deed, matter or thing happening prior to such

termination of this Agreement.

14.2 Termination on national interest

(a) Notwithstanding any provision of this Agreement, the Government may

terminate this Agreement by giving not less than thirty (30) days notice to that

effect to the Entity (without any obligation to give any reason thereof) if it

considers that such termination is necessary for national interest, in the

interest of national security or for the purposes of Government policy or public

policy.

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(b) For the purposes of this Clause, what constitutes “national interest”, “interest

of national security”, “Government policy” and “public policy” shall be solely

made and determined by the Government and such determination shall for all

intent and purposes be final and conclusive and shall not be open to any

challenge whatsoever.

14.3 Termination on Corruption, Unlawful or Illegal Activities

(a) Without prejudice to any other rights of the Government, if the Entity, its

personnel, servants, agents or employees is convicted by a court of law for

corruption or unlawful or illegal activities in relation to this Agreement or any

other agreement that the Entity may have with the Government, the

Government shall be entitled to terminate this Agreement at any time, by

giving immediate written notice to that effect to the Entity.

(b) Upon such termination, the Government shall be entitled to all losses, costs,

damages and expenses (including any incidental costs and expenses)

incurred by the Government arising from such termination.

(c) For the avoidance of doubt, the Parties hereby agree that the Entity shall not

be entitled to any other form of losses including loss of profit, damages,

claims or whatsoever upon termination of this Agreement.

15. MISCELLANEOUS

15.1 Applicable Law

This Agreement shall be governed by and construed in accordance with the laws

of Malaysia.

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15.2 Assignment

This Agreement shall not be assigned or novated in whole or in part by the Entity

without the prior written consent of the Government and the Government has the

absolute right to reject any application and such decision shall be final.

15.3 Further Assurances

The Entity shall do all things and execute all further documents necessary to give

full effect to this Agreement at its own cost.

15.4 Successors in-Title

This Agreement shall be binding on the respective heirs, personal representatives,

receivers, successors-in-title and assigns of the Entity.

15.5 Amendment / modification

Any provision of this Agreement may be amended or modified by mutual consent

between the Parties and such amendment / modification shall be in writing and

signed by the duly authorised representative of the Parties.

15.6 Indemnity

The Entity shall be liable for and shall indemnify, protect and hold harmless the

Government from and against all suits, actions, demands, damages, losses,

expenses and cost which the Government may incur, sustain or suffer due to the

non-observance of the Entity of its obligations under this Agreement.

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15.7 Waiver

No failure or delay on the part of any Party having an interest in the Grant to

exercise any right or remedy under this Agreement shall be construed or operated

as a waiver thereof, nor shall any single or partial exercise of any right or remedy

as the case may be. The rights and remedies provided in this Agreement are

cumulative and are not exclusive of any rights or remedies provided by law.

15.8 Notices

(a) Any notice or other document to be given under the this Agreement shall be in

writing and shall be deemed to have been duly given if left at or sent by –

(i) Registered post, courier service, express mail or other fast postal service; or

(ii) Email or facsimile to a Party at the address or relevant telecommunications

number for such Party or such other address as the Party may from time to

time designate by written notice to the other[s].

(b) Any notice or other document shall be deemed to have been received by the

addressee five (5) working days following the date of dispatch of the notice or

other document by post or, where the notice or other document is sent by

hand or is given by facsimile simultaneously with the delivery or transmission.

To prove the giving of a notice or other document, it shall be sufficient to show

that it was dispatched.

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(c) Such notices shall be addressed to:

For the Government:

FRGS Secretariat

Institutions of Higher Education Excellence Planning Division

Department of Higher Education

Ministry of Education Malaysia

Level 7, No. 2, Street P5/6, Precinct 5,

62200 PUTRAJAYA.

Tel : +6 03 8870 6972

Fax : +6 03 8870 6867

Email : frgsbpki@mohe.gov.my

For the

[ENTITY‟S NAME]:

[ENTITY‟S ADDRESS]

Tel :

Fax :

Email :

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15.9 Costs and Stamp Duty

The costs, inclusive of stamp duty, incidental to or arising out of this Agreement, if

any, shall be borne by the Entity.

15.10 Compliance with the law

Both Parties shall comply with all applicable law and with all directions, orders,

requirements and instruction given by any authority competent to do so under any

applicable law.

15.11 Time

Time whenever mentioned shall be of the essence to this Agreement.

15.12 Entire Agreement

This Agreement constitutes the entire agreement between the Parties with

respect to the matters dealt with herein and supersedes any previous agreement

or understanding between the Parties in relation to such matters. The Parties

hereby acknowledge that in entering into this Agreement, it has not relied on any

representation or warranty save as expressly set out herein or in any document

expressly referred to herein.

______________________________________________________________________

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IN WITNESS WHEREOF the Parties hereto have caused this Agreement to be executed

in their respective names by their duly authorized representatives on the day and year

first above written.

Signed for and on behalf of the )

GOVERNMENT OF MALAYSIA )

)

Name:

I.C. No:

Designation:

In the presence of )

)

)

Name:

I.C. No:

Designation:

Signed for and on behalf of the )

(PROJECT LEADER) )

)

Name:

I.C. No:

Designation:

In the presence of )

(VICE CHANCELLOR / DEPUTY VICE )

CHANCELLOR (R&I) / DIRECTOR )

OF RMC Name:

I.C. No:

Designation: