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

] day of [

]

BETWEEN

UNIVERSITI 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

[

], a state owned institution of higher education having an address at [ ] (hereinafter referred to as [ ]) whose expression shall where the

context so permits include its successors -in-title and permitted assigns of the other part.

UMS and [

] shall hereafter be collectively referred to as both Parties and reference to ], as the case may be.

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. C. D.

To visit and participate in teaching and research programs; To promote exchange of information and materials of mutual interest; To promote the exchange of scientific materials, publication and information; To promote and facilitate the exchange of research and teaching staff as well as students;

E. F.

To organize international conferences, cultural and sports ac tivities; and Other forms of co-operation which is to be arranged jointly by both Parties; 1

1 This MOU is subject to the laws and regulations of their respective countries. ARTICLE 2 LAWS AND REGULATION 2. unless otherwise agreed upon. including. 1. and commercial program development (including commercial contracts) activities whenever the opportunity arises. ARTICLE 4 FINANCIAL ARRANGEMENTS 4. but not limited to commercial contracts made pursuant to this MOU shall be an integral part of this MOU.BOTH PARTIES mutually agree to the following: ARTICLE 1 IMPLEMENTATION 1. living and varied costs and expenses shall be determined by the home visitor s institution. 2 .1 Both Parties shall establish and develop efforts for purposes of exchange in research. ARTICLE 3 INTELLECTUAL PROPERTY 3.1 Both Parties shall abide by the laws and regulations on intelle ctual property rights of their respective countries and institutions.1 All expenses including salary.2 Agreements. travel.

4. devices. tables. drawings. 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. flow charts.2 Any profit arising from this MOU shall be distributed between both Parties the quantum of which shall be determined by the Parties.3 For purposes of this MOU. samples. 5. financial information and other commercially valuable information in whatever form including unpatented inventions.2 The confidentiality provisions apply to all confidential information exchange including any confidential information exchange in preliminary discussions an d during negotiations relating to matters within the scope of this MOU. designs.1 Both Parties undertake to observe confidentiality towards other Parties not concerned or connected with this MOU. confidential information includes all technical know how. biological materials. 5.4 The obligation of this confidentiality shall not apply under the following circumstances: 3 . process charts. ARTICLE 5 CONFIDENTIALITY 5. models 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 Party s employees or management. trade secrets formulas. 5. graphs.

5 Each Party agrees and undertakes that is shall ensure that all the employees.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. subject to at least 6 (six) month s prior written no tice.2 This MOU may be terminated prior to the expiry date by mutual agreement between both Parties. The Confidential Information is subsequently disclosed to the Receiving Party without restriction by a third Party having lawful right to disclose such information. ARTICLE 6 COMMENCEMENT AND DURATION 6. 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. b. 5. 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. The Confidential Information was previously known to the Receiving Party without restriction prior to receipt hereun der as evidenced by the record of the Receiving Party. 6.a. c. at which both Parties shall by mutual agreement determine the terms and conditions of any extensions or duration of this MOU. and d. 4 . The Confidential Information is required by law to be disclosed.

whichever earlier. upon written acknowledgement of receipt by an officer or other duly authorized employee. 7. 7 (seven) days after dispatch or upon acknowledge receipt by the receiving Party. and shall be sufficiently served in accordance with Article 8.2 Any notice relating to this MOU shall be in writing. This MOU shall form the basis of a detailed and legally binding agreement to be drafted and executed in the future. in the case of hand delivery. b. 8. c. ARTICLE 8 NOTICES 8. in the case of facsimile. agent or representative of the receiving Party. in the case of registered mail.6.2 Notices under this MOU shall be addressed to the Parties at the following address: 5 . ARTICLE 7 RELATIONSHIP BETWEEN THE PARTIES 7.3 Any dispute arising out of the interpretation or implementation of t his MOU shall be settled amicably by consultation between both Parties in good faith. upon successful completion of the transmission.1 This MOU is not intended to be legally binding but it simply expresses the intentions and understanding between both Parties.1 All Notices arising form this MOU shall deemed to have been delivered: a.

Fax. 88999 Kota Kinabalu. : : 088-320203 088-320217 For Faculty of Engineering. Tel. Locked Bag 2073. IN WITNESS WHEREOF.. University of Authorized Representative Address Tel. : : : : Dean Jakarta 12130 + +62-21. Chancellory Building. the Parties by their authorized agent or representatives have signed this MOU on this [ ] day of [ ] 2008. Fax. No. No. South Block. No. No.For SPECTECH Research group: Authorized Representative Address : : Chairman Universiti Sabah 6th Floor. 6 .

For UNIVERSITI VICE-CHANCELLOR UNIVERSITI ) ) ) ) ____________________________ Signed in the Presence of : REGISTRAR UNIVERSITI ) ) ) ____________________________ For: [University] ) ) ) ____________________________ Signed in the Presence of : ) ) ) ____________________________ 7 .