Memorandum of Agreement between ICABIOGRAD and party D

MEMORANDUM OF AGREEMENT

between the

Indonesian Center for Agricultural Biotechnology and
Genetic Resources Research and Development

JI Tentara Pelajar, Bogor, Indonesia

and the

Party D

2016-2019 (31 months)

MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENTS

This Memorandum of Agreement (MOA) is made and entered into by and between:

The Indonesian Center for Agricultural Biotechnology and Genetic Resources Research and Development, a technical operative unit on research and development under the authority of the Director of Indonesian Agency for Agricultural R&D, with principal office at JI Tentara Pelajar No. 3A Bogor 16111 Indonesia, represented herein by its Director, MASTUR, PhD, hereinafter referred to as ICABIOGRAD;

and

The Party D,

(Party D  and ICABIOGRAD are also individually referred to as "Party" or collectively as "Parties")

WITNESSETH:

Whereas, Party D is tasked to pursue rice research and development (R&D) on rice and rice-based farming systems;

Whereas, ICABIOGRAD is tasked and mandated to perform research on biotechnology and agricultural genetic resources;

Whereas, ICABIOGRAD and Party D agree to enter into collaboration in the implementation of the project “Co-development and transfer of rice technologies” (W3B-PR-08-Indonesia) (hereinafter referred to as “Project”), and have agreed that Party D will conduct the activities as defined in the attached Annexes which form as the integral part of this agreement; and

Whereas, ICABIOGRAD will provide all costs to Party D that will be incurred in the conduct of the activities as defined in the Annexes with a total cost of not exceeding XXXX USD.  

Now, therefore, in consideration of the above premises, the Parties mutually agree on the following terms and conditions:

ARTICLE I

DUTIES AND OBLIGATIONS OF THE PARTIES

Section 1. The ICABIOGRAD shall:

• Provide the overall direction for the implementation of the Project.
• Provide the budget needed for the conduct of the activities defined in the Annexes as agreed by both Parties.
• Recognize the technical independence and laws implemented in the country of partner institution.
• Pay and/or reimburse up to a total amount not exceeding XXXX USD. These payments will be made after certification by the Responsible Officer of the request(s) for payment as follows:

• XXXX USD upon signing of this Agreement
• XXXX USD upon receipt of the progress report
• XXXX USD upon acceptance of the final report by ICABIOGRAD
  • Observe diligence in determining grounds for termination, and shall make complete all payments for expenses which have been incurred by Party D up to effective date of termination, if Party D has no control with the cost of the termination.
  • Designate Puji Lestari, PhD as the Responsible Officer for the management of this agreement on behalf of the ICABIOGRAD.

Section 2. The Party D shall:

• Conduct day-to-day implementation of the terms agreed in the conduct of the activities set with ICABIOGRAD as stated in the Annexes.
• Provide proof of budget expenditures, audited or non-audited, as maybe requested by ICABIOGRAD. No expenses shall be incurred on behalf of ICABIOGRAD without prior consent or not covered in this Agreement. Party D shall return to ICABIOGRAD all remaining unutilized funds unless otherwise with written consent from ICABIOGRAD.
• Host the conduct of at least one workshop/meeting during the implementation of this Agreement in close coordination with ICABIOGRAD.
• Recognize ICABIOGRAD in all its internal/external reports/publications that may arise from the conduct of this Project.
• Assign XX and Mr. XXX as Project Leader and Co-Project Leader for the implementation of the Project covered in this Agreement.
• Return all unspent funds at the end of the Project to ICABIOGRAD or maybe used for extension of related activities as approved by both Parties.
• Not hold ICABIOGRAD responsible for any accident, illness, loss or damage which may occur during the conduct of the Project.
• Submit to Responsible Officer technical and/or financial reports within 6 months after the start of the activities, and final report within 30 days after the completion of all activities contained in Annex.
• Refund to ICABIOGRAD any payment already received that have not been performed if the Project is terminated.

ARTICLE II

Intellectual Property, Publications, and Exchange of Genetic Materials

1. All results generated from the collaborative research will be jointly published in the public interest as mutually agreed upon. It is also agreed that all outcomes of the joint research activities, including all intellectual property rights (IPR) shall be jointly owned by contributing parties. However, since ICABIOGRAD funds the project, ICABIOGRAD shall handle any possible commercialization of proprietary products and information as agreed by Party D. Releases of any proprietary information shall also be cleared with ICABIOGRAD.
2. The Party shall recognize the other member Party in all its internal/external reports/ publications that may arise from the conduct of the Project in the respective country.
3. Standard Material Transfer Agreement (SMTA) of the International Treaty on Plant Genetic Resources for Food and Agriculture (ITPGRFA) shall be used for any genetic materials transferred or exchanged for implementing the activities under this agreement. In case of technologies transferred for implementing activities under this agreement shall be with similar agreements signed by both Parties.

ARTICLE III

Settlement of Disputes

Any dispute between the parties arising out of the interpretation or execution of this Agreement shall be settled amicably. If not settled by negotiation between the Parties or by another agreed mode of settlement, shall be submitted at the request of either party, to one conciliator. Should the parties fail to reach agreement on the name of a sole conciliator, each party shall appoint one conciliator. The conciliation shall be carried out in accordance with the Conciliation Rules of the United Nation Commission on International Trade and Law, as at present in force.

Any dispute not resolved by conciliation shall, at the request of either party, be settled by arbitration in accordance with the Arbitration Rules of the United Nations Commission on International Trade Law, as at present in force. The arbitral tribunal shall have no authority to award punitive damages. ICABIOGRAD and [the Service Provider] agree to be bound by an arbitration award rendered in accordance with this article, as the final adjudication of any such dispute.

ARTICLE IV

Other Terms and Conditions

1. Both Parties agree to value bilateral respect and collaboration in the conduct of this project.
2. The Project may be terminated with the following conditions:

• Failure of Party D notifies ICABIOGRAD of any delays that will prevent delivery of milestones/outputs in accordance with the work plan within the timeframe set forth in the Annex.
• Failure of Party D to deliver, or perform to a standard considered acceptable to the ICABIOGRAD.
• Failure to conduct activities due to force majeure or any unforeseeable exceptional situation or event beyond the Parties’ control which prevent either of them from fulfilling any of their obligations under this Agreement, and was not attributable to error or negligence on their part.
• The ICABIOGRAD shall have the right to terminate this Agreement, by written notice to this effect, if it considers that continued implementation of this Agreement is impossible or impractical.

3. Any changes or modifications to this Agreement shall be made in writing and on the basis of mutual consent of the signatories to this Agreement.
4. This Agreement shall take effect upon approval and shall remain in full force for a period of X, subject to amendment to any specific provisions thereat by mutual agreement.

IN WITNESS WHEREOF, ICABIOGRAD and Party D, through their authorized representatives, have signed this Agreement on the date and at the place indicated below:

Witnesses:

Detailed Banking Instructions:

Bank Name: …….

Bank country and city: ……..

Bank branch: …….

SWIFT code: ……

Account Number: …….

Account name: …….

Account currency: …….

ANNEX 1. GENERAL OVERVIEW OF THE PROJECT………

ANNEX 2. BUDGET SUMMARY……………..

ANNEX 3. WORKPLAN