place logo here

MEMORANDUM OF UNDERSTANDING
REF NO: SUC/MOU/SUC-____/21/04/2021

BETWEEN
TAYLOR’S UNIVERSITY, MALAYSIA
AND
PHILANDURE CORPORATE SERVICES SDN BHD

This Memorandum of Understanding ( “MOU”) made on and effective from the _________ day
of __________________, 2021.

Parties

1. TAYLOR’S UNIVERSITY, an institution of higher learning wholly owned by Taylor’s

University Sdn. Bhd. (198601000495 /149634-D), established under the Private Higher
Educational Institutions Act 555, which for the purpose of this Agreement is represented
by the School of ______________ with its main campus at No 1, Jalan Taylor’s, 47500
Subang Jaya, Selangor, Malaysia (hereinafter referred to as “TU”) Represented by:
____________

2. XXX

Individually called “Party” and together called “Parties”

WHEREAS, TU is an institution of higher learning in Malaysia which is

WHEREAS Philandure Corporate Service is an international consulting firm that focus on

business and corporate management, organsational development, impact. sustainability and
corporate social responsibility strategy and

WHEREAS, the Parties agree to co-operate with each other in an amicable manner with a view
to achieving the successful operation of this Memorandum.

NOW THEREFORE, the undersigned Parties agree as follows:

Objectives

The objectives of this MOU to be explored by the Parties are for ___________collaboration
between the Parties in relation to ________________. The MoU only contains the general

1
 place logo here

principles for collaboration between the Parties.

In order to accomplish the above goals, the parties shall pursue collaborative activities,
including but not limited to:

i. XX
ii. XX

It is agreed

Understanding
In furtherance of the above objectives, the Parties agree that each will do the following:

1. Appoint a Coordinator to assist in developing, planning and coordinating the

collaborative research, educational, and training projects. Each party will identify the
name and contact information for its Coordinator as follows:

A Responsible Staff for implementation at TU:

XXX

B Responsible Staff for implementation at XXXX:

XXXXXXXXXXXXXXX,
XXX

2. The development and implementation of specific activities developed under this MoU will
be the subject of formal written agreements negotiated and entered into separately,
which will deal with and detail the financial arrangements, roles and responsibility of
Parties, confidentiality, ownership and use of intellectual property, publication of articles
or other work and other relevant matters.

3. This MOU does not necessarily anticipate any present exchange of monies between
Parties or guarantee specific funding. Specific activities and programs implemented
under authority of this MOU shall be subject to availability of funds and the approval of
each institution's authorized representatives.

4. Except as otherwise provided or agreed, the Parties shall each bear their own costs and
expenses incurred in complying with their obligations under this MoU.

5. Both Parties shall remain liable for any losses or liabilities incurred due to their own or
their employee’s actions and neither Party intends that the other Party shall be liable for
any loss it suffers as a result of this MoU.

2
 place logo here

Term and Termination

6. This MOU shall remain in force for three (3) years from the date of the last signature.
Either party may terminate this MOU by providing 60 days advance written notice to the
other party.

7. If notice of termination has been given under this clause, the parties shall:
(a) Any activities in progress at the time of termination shall be permitted to conclude
as planned unless otherwise agreed in writing.

(b) agree in writing a mechanism for ensuring that students registered for any
Programme under this MOU are able to complete it; and

(c) cease to promote or market the programmes and not register any new students.

Relationship

8. Nothing in this MOU shall deem the Parties as joint venturers, partners, or agents for
each other, now or in the future, and neither Party can bind the other in any way.

9. Nothing contained in this MOU shall be construed to create an exclusive relationship

between the Parties.

Status

10. With exception to clauses dealing with confidentiality and intellectual property, which
shall be binding on the Parties, the Parties agree that this MOU does not create a legally
binding obligation on either Party but, rather, is intended to facilitate discussions
regarding general areas of collaboration.

11. Notwithstanding the non-binding nature of this MOU, each of the Parties acknowledges
that it is into this MOU in good faith and with a high level of commitment towards finding
areas of Collaboration and concluding the contractual arrangements necessary to cover
the work carried out pursuant to the Collaboration.

Confidentiality

12. Both Parties will keep secure and confidential, and will not use, or permit to be used, any
Confidential Information, except to the extent that:

 the Confidential Information was lawfully in the receiving Party’s possession before
being disclosed to it by the disclosing Party; or
 the Confidential Information lawfully enters the public domain; or
 the Party to whom the Confidential Information relates, consents in writing to its
disclosure; or
 the information in question was independently developed by the receiving Party
without reference to the Confidential Information received from the disclosing Party;
or

3
 place logo here

 the information was received in good faith from a third party, where no obligation of
confidentiality is owed to the third party; or
 disclosure is required by law in any country, in which case the receiving Party will
promptly notify the disclosing Party so as to allow the disclosing Party a reasonable
time to oppose such process;

13. This Clause shall not apply to any information which:

a) is required to be disclosed by law, pursuant to legal process or by any governmental
or competent regulatory authority;
b) at the time of its disclosure is or subsequently becomes public knowledge other than
by breach of this Agreement; or
c) is lawfully received by, is already in the lawful possession of or subsequently comes
lawfully into the possession of a Party from a third party who does not owe and is not
under any obligation to keep the information confidential.

14. Both Parties must ensure that their respective agents or employees who receive, or may
receive, Confidential Information are aware of, and are bound by, these confidentiality
provisions.

15. These confidentiality provisions are in addition to, and do not detract from, any duties of
confidentiality imposed on either Party by law, equity or contract.

16. The provisions of this Clause are binding and shall survive the termination of this
Agreement.

Intellectual property

17. Each party shall reserve the right to the intellectual property on studies, research,
documents and Programmes of its own, including the right to use them in the method
determined by each Party to the other party for such use and its scope. Neither Party,
nor any third party, may practice such right without the written permission of the other
Party.

18. The Parties acknowledge that nothing in this MOU shall be construed as granting either
Party any rights in the Intellectual Property and all associated goodwill of the other.

19. In the absence of any written agreement to the contrary, Intellectual Property developed
by the Parties during the course of the Collaboration, shall remain the sole property of
the Party which developed that Intellectual Property.

Use of Name

20. The Parties agree not to use each others names in advertising or other form of publicity
without prior written consent of that Party. However, the Parties agree in advance that
each may use the name of the other in announcing this MOU.

4
 place logo here

No assignment

21. This MOU is personal to the Parties and cannot be assigned, transferred or traded with
in any way, without the prior written consent of the other Party. Either Party can give, or
withhold its consent at its own discretion. Any material change in the effective control of
a Party is an assignment for the purposes of this clause.

Notice
22. All notices and documents required to be delivered or served by one party to this
Agreement on the other may be delivered or served by delivering or sending them by
pre-paid post, facsimile transmission or pre-paid courier, receipt acknowledged to the
address of both Parties stated above or the last known address.

Entire agreement

23. This MOU, including any attachments, schedules incorporated by reference constitutes
part of the entire agreement between the Parties relating to the matters contained
herein. There are no oral or written agreements, representations, understandings or
commitments of any kind, express or implied, not expressly set out in this MOU.

No waiver

24. Any failure by either Party to enforce any of the provisions of this MOU, shall not
constitute a waiver of any rights to future enforcement.

Variation

25. Variations, waivers and modifications of this MOU shall only be valid if in writing and
signed by, or on behalf of, both Parties.

Authorized Signatories
26. Each party represents that the individuals signing this MOU have the authority to sign on
its behalf in the capacity indicated.

Definitions

27. In this MOU:

‘Confidential Information’ means:

(a) the terms of this MOU;
(b) all information relating to the administration,
organisation, marketing strategies, or finances of
XXXX and TU;
(c) scientific information exchanged between XXXX
and TU or their employees, agents and contractors.
(d) Intellectual Property or other property;
(e) Personal Data of Students, Staff and any other
privacy information

5
 place logo here

(f) anything else provided by one Party to the other in

any form on a confidential basis.

‘Intellectual Property’ means any industrial and intellectual property right of any
kind, constituted by any rule of law or by legislation in any
country including, but not limited to, copyright, trademark,
design, patent or other proprietary rights in know how and
all associated goodwill, Confidential Information, trade
secrets, unregistered trade marks and any pending right
based on an application for registration of such right.

‘
Execution

This MOU was executed on the later of the two dates written below:

Signed by Signed by
Taylor’s University XXX

_________________________________ _________________________________
XXX

Date: ____________________________ Date: ____________________________

in the presence of: in the presence of:

Witness Signature: Witness Signature:

Name: Name:
Address: Address:
Occupation: Occupation: