Memorandum of Understanding between KAPOK JAPAN, LTD. And The Indonesian Agency for Agricultural Research and Development (IAARD), on Joint Research and Development of Kapok Quality, 2020

This Memorandum of Understanding (hereinafter called "MOU'') is made and entered between [Kapok Japan], a corporation duly organized and existing under the laws of Japan and having its principal place of business at [1-7-18 Senriyama Higashi, Suita City, Osaka 565-0842], Japan (hereinafter called " KAPOK") and INDONESIAN AGENCY FOR AGRICULTURAL RESEARCH AND DEVELOPMENT, a research agency under The Ministry of Agriculture, Republic of Indonesia having its principal place at JI. Ragunan No. 29 Jakarta 12540, DKI Jakarta, Indonesia (hereinafter called " I AARD'') to cooperate with each other and to conduct joint research and development for the purposes described in Paragraph 1 (hereinafter referred to as "the Purpose").

CONSIDERING that it is in the interest of KAPOK to build joint research and development on Kapok related to the requirements of its clothing products using kapok;

RECOGNIZING the importance of sharing and implementing the agricultural innovation especially to industry, as kapok is required in clothing industry, especially for KAPOK.

WHEREAS this MoU between KAPOK and IAARD refers to letter from KAPOK to IAARD on January 29, 2020 and KAPOK visit to ISFCRI (Indonesian Sweetener and Fiber Crops Research Institute, Indonesian Agency for Agricultural Research and Development, Ministry of Agriculture) on December 10, 2019.

PURSUANT to the prevailing laws and regulations of both countries which both are signed the International Treaty on Plant Genetic Resources Food and Agriculture (ITPGRFA) and Convention on Biological Biodiversity (CBD);

ARTICLE I

OBJECTIVES

The objective of this Memorandum of Understanding (MoU) is to undertake, subject to the provisions herein, the joint research and development collaboration on kapok commercialization to potentially generate quality and commercial yields to support the domestic kapok to be exported.

ARTICLE II

EXECUTING INSTITUTIONS

In order to enter into this MoU, the Parties have decided that the following institutions shall carry out and implement the provisions set out in this MoU.            

1. The Kapok Japan, LTD, Osaka, Japan.
2. The Indonesian Agency for Agricultural Research and Development, through ISFCRI (Indonesian Sweetener and Fiber Crops Research Institute, Indonesian Agency for Agricultural Research and Development, Ministry of Agriculture).

ARTICLE III

AREAS OF COOPERATION

The areas of cooperation would be joint research and development collaboration on kapok commercialization as follows:

1. improving the kapok quality to produce the best quality kapok as materials for clothing products required by KAPOK;
2. visualization and quantification of superiority of the kapok to environmental burden (CO2, water, land) compared to feathers;
3. research and development to create kapok high-purity sheets (90% Kapok 10% polyester).

ARTICLE IV

CONTRIBUTION AND OBLIGATION

Both Parties, subject to the availability of technical, personnel and resources, and mutually agreed-upon procedures, shall provide necessary resources based on the purpose to be developed by both Parties.

ARTICLE V

MATERIAL TRANSFER AGREEMENT

All biological materials used in the collaboration will be transferred using Material Transfer Agreements (MTA) that would carefully describe the Material. Further, the transfer of biological materials, including breeding materials and germplasm, will be subject to pertinent biosafety and bio-prospecting laws, rules, and regulations with respect to The Treaty or CBD.

ARTICLE VI

PROTECTION OF INTELLECTUAL PROPERTY RIGHTS

1. Any intellectual property brought by any Party for the implementation of this MoU shall remain the property of that Party.
2. Any intellectual property rights resulted from activities under this MoU shall be jointly owned and subject to separate and specific arrangements concluded between the Parties.
3. For the solely developed products by KAPOK (breeding materials, patent, PVP) should be registered with different kinds or types of intellectual property rights based on or related to the products to ensure exclusive rights at KAPOK’s expense and discretion. KAPOK will agree to pay benefit sharing for its commercialization based on the International Treaty. The calculation of the benefit-sharing will be based on the negotiation of both with respect to both Agreement.

ARTICLE VII

PUBLICATION

1. The results of scientific research under this collaboration shall be informed to the Parties prior to joint publishing under the condition that both Parties have agreed in advance upon disclosure to the public.
2. The personnel involved under this collaboration shall not disclose or publish any program information without the prior written approval of both Parties.
3. Data and information obtained during the research collaboration shall be made accessible by both Parties.

ARTICLE VIII

NON-BINDING

1. This MoU is not, nor does it constitute, an offer capable of becoming a contract by acceptance and it is not and will not become legally binding upon any of the Parties. This MoU is only meant to form the basis for the negotiation of definitive documentation in connection with the future co-operation, and nothing herein shall oblige any Party to enter into or consummate any proposed transaction or enter into any definitive documentation in connection therewith.
2. Neither Party shall have any liability or obligation to the other under this MoU due to the failure of the Parties to consummate any obligation whatsoever. A binding commitment with respect to any obligation, if at all, will result only from the execution of a definitive agreement, subject to the conditions expressed therein.  Each Party shall bear its own costs in connection with the negotiation, entering into and completion of legally binding documentation pertaining to the Proposed Transaction.
3. The Parties agree that this Memorandum of Understanding is non-binding and is not intended to give rise to any contractual obligations of one Party to other Party, except regarding confidentiality of information as stipulated in Article X of this MoU.

ARTICLE IX

CONFIDENTIALITY

1. “Confidential Information” shall mean any information disclosed directly or indirectly from either party (“Disclosing Party”) to the other party (“Recipient”) under this Agreement. In the event of oral disclosure of Confidential Information, the Disclosing Party shall identify at the time of disclosure the confidential nature of the oral communication to the Recipient and reduce the Confidential Information to writing, marking it “confidential,” and providing it to the Recipient within ten (10) days after oral disclosure. However, that, such Confidential Information is not included any information;

1. is known to a receiving Party before the owner party discloses it, as long as the receiving Party had no obligations to keep that information confidential; or
2. is or becomes publicly known without the fault of a receiving party; or
3. is obtained by the receiving Party from a third party in circumstances where the receiving Party has no reason to believe that there has been a breach of an obligation of confidentiality owed to the disclosing Party; or
4. is independently developed by the receiving Party; or
5. is approved for release in writing by an authorized representative of the disclosing Party.
6. Each Party will take appropriate and reasonable care to keep the Confidential Information of the Disclosing Party confidential, and not disclose it to any third party without the prior, written consent of the Recipient. If granting access to such Confidential Information at all to its employees, students, contractors, and/or agents, the Recipient shall grant access only on a need-to-know basis and shall remain liable for the use by these individuals. The Recipient shall further require that each such employee, student, contractor, and/or agent agree in writing to maintain such confidentiality under this Agreement, and following its termination.
7. The preceding, shall not prevent the Recipient from disclosing the Disclosing Party’s Confidential Information to comply with any law if required to do by a judicial or administrative body with jurisdiction over the Recipient or under its governance requirements under institutional policies. Before making a disclosure, the Recipient shall provide to the Disclosing Party (i) notice of the requirement of further disclosure; (ii) a description of the information to be disclosed; and (iii) the opportunity, if available, to seek any legal redress prior to such further disclosure.
8. Nothing in this clause should be understood as an ability to keep the project’s results confidential in terms different from those agreed for Intellectual Property and Publications.

ARTICLE X

NON-COMPETITION

ISFCRI shall not research nor develop for the Purpose or a similar purpose on behalf of a third party other than KAPOK until the research and development for the Purpose will be successful or KAPOK and ISFCRI will mutually agree to terminate research and development.

ARTICLE XI

CONCLUSION OF THE JOINT R & D AGREEMENT

KAPOK and ISFCRI shall immediately conclude a Joint Research and Development Agreement on conducting the joint R & D specified in the preceding Article.

ARTICLE XII

OUTLINE OF THE JOINT R & D AGREEMENT

KAPOK and ISFCRI shall confirm that the Joint Research and Development Agreement set forth in the preceding Article includes the following:

1. The Deliverable obtained through the joint research and development for the Purpose should be shared in principle,
2. KAPOK and ISFCRI shall separately agree and determine the handling on the right to use the inventions and other deliverable based on the Joint Research and Development Agreement.

ARTICLE XIII

AMENDMENT/ADDENDUM

This MoU can be reviewed or amended 2 (two) times at any time by mutual written consent by the Parties 6 (six) months before. Such revisions or amendments shall enter into force on such date as determined by the Parties and shall form as an integral part of this MoU.         

ARTICLE XIV

ENTRY INTO FORCE, DURATION, AND TERMINATION

1. This MoU shall enter into force on the date of the last signature by the Parties.
2. This MoU shall remain in force for a period of 5 (five) years and may be extended by mutual consent of the Parties in writing for the period of 5 (five) years.
3. This MoU may terminate by each Party at any time by giving written notification to the other Party at least 6 (six) months in advance.
4. The termination of this MoU shall not affect the validity and duration of any on-going activities or projects made under this MoU until the completion of such activities or projects.

ARTICLE XV

GOVERNING LAW

This MOU shall be governed by, and construed in accordance with the laws of Japan.

ARTICLE XVI

SETTLEMENT OF DISPUTE

Any difference or dispute arising between the Parties related to the interpretation and implementation of this MoU shall be settled amicably through consultations and/or negotiations between the Parties.    

IN WITNESS WHEREOF, this MoU in Osaka, Japan on on ……………………,……………………. and is signed in Jakarta, Indonesia ……………………,……………………. and shall be effective as the Effective Date and is executed in two identical counterparts which are equally valid. The Parties to this MoU have thoroughly read and certified this to be in accordance with their desires in all aspects that relevant signatures are set to be of evidence thereof and each original copy held by the Parties.