SAMPLE[WARNING - This sample agreement is only one possible example and is for reference purposes only. It may not meet the needs ofspecific transactions, and no recommendation is made as to the content of any of the clauses contained herein. Please consider thecontent of the individual clauses contained herein by also referring to the content of the main text of the Report. You should consult aqualified attorney for your specific needs. Neither the Japan External Trade Organization (JETRO) nor the parties involved in thepreparation of this sample agreement assume any responsibility or liability for any use hereof.]

JOINT RESEARCH AND DEVELOPMENT AGREEMENTTHIS AGREEMENT effective this ___ day of _________, by and between __________________(hereinafter "Sponsor"), and the [INSTITUTION] (hereinafter "Institution")
WHEREAS, the research program contemplated by this Agreement is for [state objectives here];
NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, the parties
hereto agree to the following:
ARTICLE 1 - DEFINITIONS
For the purpose of this Agreement, the following terms shall have the following meanings:
1.1 "Contract Period" is from ____________, to _____________.
1.2 "Institution Intellectual Property" shall mean collectively all inventions, improvements anddiscoveries created or made by one or more employees of Institution prior to the Contract Period.
1.3 "Joint Intellectual Property" shall mean all inventions, improvements and discoveries which are
made jointly by one or more employees of Sponsor and one or more employees of Institution incarrying out the Project during the Contract Period; and unless proven otherwise, all inventions,improvements or discoveries created or made during Contract Period shall be deemed to be Joint
Intellectual Property.
1.4 "Project" shall mean the research project described in the attached schedule entitled_________________________.
ARTICLE 2 - RESEARCH WORK
Institution and Sponsor shall use their reasonable endeavors to perform the Project in accordance withthe terms and conditions of this Agreement.
ARTICLE 3 - REPORTS
3.1 Institution shall provide to Sponsor written program reports periodically and a final report not later
than two months from the end of the Contract Period.
3.2 Both parties shall use their best endeavors to resolve any difference that may arise in relation to theProject.

SAMPLEARTICLE 4 - COSTS, BILLINGS, AND OTHER SUPPORT
4.1 Sponsor shall pay, within thirty days of receipt of monthly invoices, actual charges incurred by theInstitution but Sponsor’s total liability for Project costs (including Institution’s actual charges) shallnot exceed Thai Baht [amount].
4.2 Institution shall be deemed owner of any equipment or goods purchased with money provided bySponsor under this Agreement.
4.3 In the event of early termination of the Project by Sponsor pursuant to this Agreement, Sponsor
shall pay all costs incurred by Institution as of the date of termination, subject to the maximum
amount under Clause 4.1 above.
ARTICLE 5 - PUBLICITY
Neither party shall make any public announcement or statement relating to the Project without thewritten approval of the other party.
ARTICLE 6 - INTELLECTUAL PROPERTY
6.1 All rights and title to Institution Intellectual Property used for the Project shall belong to theInstitution and shall be subject to the terms and conditions of this Agreement.
6.2 All rights and title to inventions, improvements and discoveries, whether or not patentable orcopyrightable, created during the Contract Period shall be jointly owned by Sponsor and Institution,and referred to as Joint Intellectual Property.
6.3 Sponsor shall pay all costs incurred in connection with the preparation, filing, prosecution, andmaintenance of patent applications covering Joint Intellectual Property. Institution agrees to appoint
Sponsor as its attorney to file such patent application and to execute all necessary documents anddo all necessary actions towards this end.
6.4 Institution shall be responsible for, and liable to each employee-inventor regarding, its employee
inventor's reward relating to the benefits of any Joint Intellectual Property. Institution shallindemnify Sponsor for any such claim by any of Institution's employees.
ARTICLE 7 - GRANT OF RIGHTS
7.1 Institution hereby grants Sponsor a royalty-free, perpetual, non-exclusive license to use Institution
Intellectual Property in order for Sponsor to be able to commercially exploit the Project.
7.2 With respect to any patent granted in respect of any Joint Intellectual Property, Institution shallconsult and seek Sponsor’s consent in writing before granting license over the Joint IntellectualProperty. The Sponsor’s written consent shall include, but not limited to, exclusivity, royalty, period
and other terms and conditions, and shall not be unreasonably withheld. The Sponsor and theInstitution may jointly determine a proportion of the royalty which will be shared between them.
7.3 Sponsor may commercially exploit Joint Intellectual Property solely or together with any third party

SAMPLEor grant license to any third party.
ARTICLE 8 - TERM AND TERMINATION
8.1 This Agreement is effective on the date of this Agreement and continues to be effective until [insertexpiry date], unless earlier terminated.
8.2 Either party may terminate this Agreement upon [ ] days’ prior written notice to the other.
8.3 If a party commits any breach of or default in any of the terms or conditions of this Agreement andfails to remedy such default or breach within [] days after receipt of a written notice thereof
from the other party, the other party may, at its option and in addition to any other remedies which
it may have at law or in equity, terminate this Agreement by sending a written notice of termination
to the party in breach or default.
8.4 No termination of this Agreement, however effected, shall discharge the parties from their rights
and obligations accrued prior to such termination or expiration of this Agreement.
ARTICLE 9 - INDEPENDENT CONTRACTOR
9.1 Institution shall be deemed to be and shall be an independent contractor and as such Institution
shall not be entitled to any benefits applicable to employees of Sponsor.
9.2 Neither party is authorized or empowered to act as agent for the other for any purpose and shall noton behalf of the other bind that party into any contract, warranty, commitment or obligation.
ARTICLE 10 - GOVERNING LAW AND DISPUTE RESOLUTION
10.1. This Agreement shall be governed and construed in accordance with the laws of the Kingdom ofThailand.
10.2. Any dispute arising from this Agreement which cannot be settled amicably between thecontracting parties shall be submitted to the International Court of Arbitration of the International
Chamber of Commerce and shall be finally settled under the Rules of Arbitration of theInternational Chamber of Commerce by three arbitrators appointed in accordance with the said
Rules. The language of arbitration shall be English. The place of arbitration shall be <city name>.
ARTICLE 11 – ASSIGNMENTNo party may assign this Agreement without the prior written consent of the other party.
ARTICLE 12 – CONFIDENTIALITY
12.1 Institution agrees to use the proprietary information and data acquired from Sponsor andidentified as such at the time of disclosure ("Confidential Information") only to perform its services
under this Agreement and not to disclose to any third party any such Confidential Information
during and for a period of five (5) years from the date of disclosure. Confidential Information shallbe disclosed in writing or reduced to writing within ten (10) days of disclosure to Institution.

SAMPLE12.2 The obligation to protect Confidential Information shall not apply to any information that: (1) isalready in the possession of Institution prior to disclosure to it; (2) is independently developed byInstitution; (3) becomes publicly available other than through breach of this provision; (4) isreceived by Institution from a third party with authorization to make such disclosure; (5) isreleased with Sponsor's written consent; or (6) is required to be released by law or court order.
ARTICLE 13 – NOTICES
Notices hereunder shall be deemed made if given by registered or certified envelope, postage prepaid,
and addressed to the recipient party at the address given below, or such other address as may hereafter
be designated by notice in writing:If to Sponsor:______________________
Attn:___________________________________________________________________________________

If to Institution:
Attn:___________________________________________________________________________________ARTICLE 14 - LANGUAGE
This Agreement is prepared in the Japanese and English languages. If there is any discrepancy between
the two versions, the Japanese language version shall prevail.
AGREED:
INSTITUTION
By _____________________________
Typed Name _____________________
Title ___________________________SPONSOR

By _____________________________
Typed Name _____________________
Title ___________________________