Memorandum of Understanding between Indonesian Agency for Agricultural Research and Development (IAARD) and Malaysian Agricultural Research and Development Institute (MARDI), on Research and Development Collaboration in Agriculture, 2020

This Memorandum of Understanding (hereinafter referred to as the “MoU”) is made in Jakarta (hereinafter referred to as “the effective date”), by and between:

The Indonesian Agency for Agricultural Research and Development (IAARD), located at Jl Ragunan No 29, Pasar Minggu, Jakarta Selatan, Indonesia represented by Mr. Fadjry Djufry, Director General of Indonesian Agency for Agricultural Research and Development, hereinafter referred to as “IAARD”, as the one Party;

And

The Malaysian Agricultural Research and Development Institute (MARDI), located at MARDI Headquarters, Persiaran MARDI-UPM, 43400 Serdang, Selangor Darul Ehsan, Malaysia represented by Datuk Dr. Mohamad Roff Bin Mohd Noor, Director General of Malaysian Agricultural Research and Development Institute (hereinafter referred to as the MARDI), as the other Party;

Referred to together as the “Parties”, and individually as a “Party”

CONSIDERING that it is in the interest of both Parties to build and strengthen their relations in the field of research and development in agriculture to further strengthen scientific and technological collaboration and in fostering R&D activities;

RECOGNIZING both institutions have interested to potentially utilize their strengths to encourage agriculture sector in their respective countries to be advance, independent and also modern;

WHEREAS the MoU between IAARD and MARDI concerning need of exchange and visits of scientists between the two countries such as training, workshops, conferences, symposium and others. It aims to share expertise and experience among officials between the two countries”;

REFERRING, to email dated May 31, 2019 and letter dated July 1, 2020;

PURSUANT to the prevailing laws and regulations in Indonesia and Malaysia and the applicable jurisdiction are subject to the course of action accrued.        

In consideration of the mutual cooperation made hereinafter, IAARD and MARDI hereby agreed with the following general provisions and terms:

ARTICLE I

OBJECTIVES

The objective of this Memorandum of Understanding (MoU) is to undertake the collaboration for research and development in agriculture to potentially generate through modern agricultural technology and capacity building of human resources and development.

ARTICLE II

EXECUTING INSTITUTIONS

In order to implement this MoU, the Parties have decided, the executing institutions shall be:  

1. The Indonesia Agency for Agricultural Research and Development (IAARD) and its implementing units.
2. The Malaysian Agricultural Research and Development Institute (MARDI), and its research centres.

ARTICLE III

AREAS OF COOPERATION

1. The areas of collaboration activities and this Memorandum of Understanding shall include:
   1. Exchange of technical staff and researchers;
   2. Joint research and development activities;
   3. Participation in seminars and scientific and technical meeting;
   4. Exchange and joint publication and any other information;
   5. Joint used of equipment and instrument owned or to be acquired by the Parties, if necessary, as provided for in the Specific set agreement within the framework of this Memorandum of Understanding;
   6. Another form of technical cooperation in the field of agriculture to be mutually agreed upon by the Parties;
2. The scale of collaboration will be determined from time to time by a joint evaluation team of the Party.
3. For the purpose of implementing the cooperation in respect of any area stated in paragraph 1, the Parties will enter into a legally binding agreement subject to terms and conditions as mutually agreed upon by the Parties and/or any third party, wherever applicable.

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 project proposal to be developed by both Parties.

ARTICLE V

MATERIAL TRANSFER AGREEMENT

The use of biological materials in research collaboration is very limited in the context of research for mutual benefit and the transfer of material is carried out with MTA (Material Transfer Agreement) with consideration of both Party regulations.

ARTICLE VI

PROTECTION OF INTELLECTUAL PROPERTY RIGHTS

1. Any intellectual property brought by one 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 (breeding materials, patent, PVP) should be registered with different kinds or types of intellectual property rights based on or related law or International Treaty.

ARTICLE VII

GENETIC RESOURCES AND TRADITIONAL KNOWLEDGE

1. The Parties shall recognize the value of genetic resources and traditional knowledge (GRTK), and recognize the rights of holders of GRTK to the effective protection over GRTK against misuse and misappropriation of both Parties. GRTK shall be protected against misuse and misappropriation in both Parties.
2. Any utilization of the Party’s GRTK under the implementation of this Memorandum of Understanding will be carried out through specific arrangements to be concluded by the Parties in writing.

ARTICLE VIII

PUBLICATION

1. The results of scientific research under this cooperation 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 assessable by both Parties.

ARTICLE IX

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 PARTIES, except regarding confidentiality of information as stipulated in Article 10 of this MoU.

ARTICLE X

SETTLEMENT OF DISPUTE

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

ARTICLE XI

CONFIDENTIALITY

1. Each Party will take appropriate and reasonable care to keep the Confidential Information of the other Parties confidential, and not disclose it to any third party without the prior, written consent of the owner. If granting access to such Confidential Information at all to its employees, students, contractors, and/or agents, a receiving Party shall grant access only on a need-to-know basis and shall remain liable for the use by these individuals. Receiving Party 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.
2. 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 receiving Party and reduce the Confidential Information to writing, marking it “confidential,” and providing it to the receiving Party within ten (10) days after oral disclosure.
3. Confidential Information does not include any information that:
4. 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
5. is or becomes publicly known without the fault of a receiving party; or

• 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

1. is independently developed by the receiving Party; or
2. is approved for release in writing by an authorized representative of the disclosing Party.
3. The preceding shall not prevent a Receiving Party 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 Party or under its governance requirements under institutional policies. Before making a disclosure, the Receiving Party 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.

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 XII

AMENDMENT

This MoU can be reviewed or amended at any time by mutual written consent by the Parties.         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 XIII

ENTRY INTO FORCE, DURATION, AND TERMINATION

1. This MoU shall enter into force on the date of its signing.
2. This MoU shall remain in force for a period of 5 (five) years and may be extended by mutual consent of the Parties.
3. This MoU may be terminated at any time by giving written notification to the other Party at least 6 (six) months in advance of each termination to the other Party.
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 XIV

NO AGENCY

Nothing contained herein is to be construed so as to constitute a joint venture partnership or formal business organization of any kind between the Parties or so to constitute either Parties as the agent of the other.

ARTICLE XV

SUSPENSION

Each Party reserves the right for reasons of national security, national interest, public order health to suspend temporarily, either in whole or in part, the implementation of this MOU which suspension shall take effect immediately after notification has been given to the other Parties through diplomatic channels.

IN WITNESS WHEREOF, this MoU is done in ………..,………… on …………….. 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 at the presence of the witness thereof and each copy held by the Parties.