MOU between UMS and [

MEMORANDUM OF UNDERSTANDING

BETWEEN

UNIVERSITI MALAYSIA SABAH

AND

[date]

THIS MEMORANDUM OF UNDERSTANDING (MOU) is made this day of [ ] 2005

BETWEEN UNIVERSITI MALAYSIA SABAH, an institution of higher learning established under the Universities and University Colleges Act 1971 whose office is at Chancellory Building, Locked Bag No. 2073, 88999 Kota Kinabalu, Sabah (hereinafter referred to as UMS) of one part, whose expression shall where the context so permits include its
successors-in-title and permitted assigns of the other part.

AND [ address at [ assigns of the other part. UMS and [ ] shall hereafter be collectively referred to as both Parties and ], as the case may be. ], a state owned institution of higher education having an ] (hereinafter referred to as [ ]) whose expression

shall where the context so permits include its successors-in-title and permitted

reference to Party shall mean UMS or [

WHEREAS both Parties enter into this MOU to collaborate efforts to establish and develop academic exchange and co-operation in teaching, training, research and development in areas as follows: A. B. D. E. F. To visit and participate in teaching and research programs; To promote exchange of information and materials of mutual interest; To promote and facilitate the exchange of research and teaching staff as well as students; To organize international conferences, cultural and sports activities; and Other forms of co-operation which is to be arranged jointly by both Parties; 1

C. To promote the exchange of scientific materials, publication and information;

BOTH PARTIES mutually agree to the following:

ARTICLE 1 IMPLEMENTATION 1.1 Both Parties shall establish and develop efforts for purposes of exchange in research, and commercial program development (including commercial contracts) activities whenever the opportunity arises. 1.2 Agreements, including, but not limited to commercial contracts made pursuant to this MOU shall be an integral part of this MOU.

ARTICLE 2 LAWS AND REGULATION 2.1 This MOU is subject to the laws and regulations of their respective countries.

ARTICLE 3 INTELLECTUAL PROPERTY 3.1 Both Parties shall abide by the laws and regulations on intellectual property rights of their respective countries and institutions.

ARTICLE 4 FINANCIAL ARRANGEMENTS 4.1 All expenses including salary, travel, living and varied costs and expenses shall be determined by the home visitors institution, unless otherwise agreed upon.

4.2

Any profit arising from this MOU shall be distributed between both Parties the quantum of which shall be determined by the Parties.

ARTICLE 5 CONFIDENTIALITY 5.1 Both Parties undertake to observe confidentiality towards other Parties not concerned or connected with this MOU. Any confidential information disclosed to either Party pursuant to this MOU shall not without prior written consent of the other Party be disclosed to a third Party or be used for any purpose not expressly permitted in writing by the other Party. 5.2 The confidentiality provisions apply to all confidential information exchange including any confidential information exchange in preliminary discussions and during negotiations relating to matters within the scope of this MOU. 5.3 For purposes of this MOU, confidential information includes all technical know-how, financial information and other commercially valuable information in whatever form including unpatented inventions, trade secrets formulas, graphs, drawings, designs, tables, flow materials, samples, devices, models charts, process charts, biological and other materials of whatever

description which the disclosing Party claims is confidential to itself and over which it has full control and include all other such information that may be in the possession of the disclosing Partys employees or management. 5.4 The obligation of this confidentiality shall not apply under the following circumstances: a. The Confidential Information was previously known to the Receiving Party without restriction prior to receipt hereunder as evidenced by the record of the Receiving Party;

b.

The Confidential Information is now or hereafter has become available to the public in the form of a printed publication or by any other means through no breach of this MOU;

c.

The Confidential Information is subsequently disclosed to the Receiving Party without restriction by a third Party having lawful right to disclose such information; and

d.

The Confidential Information is required by law to be disclosed.

5.5

Each Party agrees and undertakes that is shall ensure that all the employees, agents and sub-contractors to whom Confidential Information is divulged are made aware of and undertake to comply with and comply with the obligations as to the confidentiality herein contained.

ARTICLE 6 COMMENCEMENT AND DURATION 6.1 This MOU shall commence on the date of its signing and shall remain in effect for a period of 5 (five) years subject to an annual review, at which both Parties shall by mutual agreement determine the terms and conditions of any extensions or duration of this MOU. 6.2 This MOU may be terminated prior to the expiry date by mutual agreement between both Parties, subject to at least 6 (six) months prior written notice. 6.3 Any dispute arising out of the interpretation or implementation of this MOU shall be settled amicably by consultation between both Parties in good faith.

ARTICLE 7 RELATIONSHIP BETWEEN THE PARTIES 7.1 This MOU is not intended to be legally binding but it simply expresses the intentions and understanding between both Parties. This MOU shall form the basis of a detailed and legally binding agreement to be drafted and executed in the future. 7.2 Any notice relating to this MOU shall be in writing, and shall be sufficiently served in accordance with Article 8.

ARTICLE 8 NOTICES 8.1 All Notices arising form this MOU shall deemed to have been delivered: a. in the case of hand delivery, upon written acknowledgement of receipt by an officer or other b. c. duly authorized employee, agent or representative of the receiving Party; in the case of registered mail, 7 (seven) days after dispatch or upon acknowledge receipt by the receiving Party, whichever earlier, in the case of facsimile, transmission. 8.2 Notices under this MOU shall be addressed to the Parties at the following address: For Universiti Malaysia Sabah: Authorized Representative : Address : upon successful completion of the

Vice Chancellor Universiti Malaysia Sabah 6th Floor, South Block, Chancellory Building, Locked Bag 2073, 88999 Kota Kinabalu, Malaysia 5

Tel. No. Fax. No. For [ ] Authorized Representative Address Tel. No. Fax. No.

: : : : : :

088-320203 088-320217

IN WITNESS WHEREOF, the Parties by their authorized agent or representatives have signed this MOU on this [ ] day of [ ] 2008.

For UNIVERSITI MALAYSIA SABAH

VICE-CHANCELLOR UNIVERSITI MALAYSIA SABAH

) ) ) ) ___________________________ _

Signed in the Presence of : REGISTRAR UNIVERSITI MALAYSIA SABAH ) ) ) ___________________________ _

For: [University]

) ) ) ___________________________ _

Signed in the Presence of : ) ) ) ___________________________ _