ASNaLG

SOUIHUSMISETY OT SCHLKL AO THESE OF LIONA

Freie Universität Berlin

 

and

Southern University of Science and Technology

 

| AGREEMENT ON THE ESTABLISHMENT

OF ACOLLABORATIVE PHD PROGRAM

Confidential

This Agreement is made the fourteenth day of July 2017.

Between

(1) Freie Universität Berlin, of Kaiserswerther Straße 16-18, 14195 Berlin, Germany,
(hereinafter referred to as "FUB”)

and

(2) Southern University of Science and Technology of No 1088, Xueyuan Road,
Nanshan District, Shenzhen, Guangdong 518055, People's Republic of China
-(hereinafter referred to as "SUSTech”)

(Each a "Party" and collectively the "Parties")

WHEREAS

(A)

(B)

The basis of this Agreement is the shared commitment of the FUB and SUSTech to provide a
distinctive, high quality postgraduate research program to FUB registered students.

The Parties to this Agreement have agreed they wish to collaborate together by sharing some
of the supervision and related research activities on a split location program of study relating
to the FUB award of Dr. rer. Nat. upon such terms as are set out below.

1. Definitions

In this Agreement, the following expressions shall have the following meanings:

1.1 “Academic Board” - means the supreme academic authority body within FUB
responsible for the provision and monitoring of all modules and programs run by
FUB and awards granted in FÜB’s name, acting through its duly appointed
representatives.

1.2 “Academic Standards” - means the Academic Standards of FUB as set by reference
to University Legislation, FUB’s policy and quality framework which sets out FUB's
internal mechanisms for assuring the quality of its academic provision for all
students, peer review, academic benchmarks, external examiners and other
relevant professional, regulatory or statutory bodies.

1.3 “Agreement” - means the Agreement as set out in clauses 1 to 25 below together
with the Schedules to which reference is made.

1.4  "Intellectual Property” — means any patent, registered design, copyright (including
moral rights), database right, design right, topography right, trade mark, service
mark, application to register any of the aforementioned rights, trade secrets, right in
unpatented know-how, right of confidence and any other intellectual property right of
any nature whatsoever in any part of the world.

1.5 “Programs” - means FUB’s Dr. rer. Nat. programs in the Department of Biology,
Chemisiry, Pharmacy in collaboration with the Department of Biology at SUSTech
and agreed between the institutions in writing and comprising a defined package of
research designed to produce a coherent learning experience for a specific award
approved by the Academic Board.

1.6 "FUB Program Lead” - means the member of academic staff of FUB who has overall
responsibility for the Programs.

 

1.7. “Recognised Supervisor’ - means a title conferred for a defined period on a member
of SUSTech staff who is undertaking supervision for or on behalf of FUB in
accordance with University Legislation and does not hold an appointment financed
from FUB funds or from outside funds administered by the FUB.

1.8 “Departments” - means the Department of Biology, Chemistry, Pharmacy of FUB \
and the Department of Biology of SUSTech with responsibility for the Programs.

1.9 "SUSTech Program Lead” - means the person appointed by SUSTech with overall
responsibility for the management and delivery of those parts of the Programs to be
delivered by SUSTech.

1.10 "Program Lead” means either a FUB Program Lead or SUSTech Program Lead.
1.11 “Students” - means the Students registered on the Programs.

1.12 “University Legislation” - means FUB’s legislation, which is under the legislation of
the Berlin Higher Education Law and includes Laws and Rules, Charters,
Regulations, Codes of Practice (including equality and split location study for
postgraduate researchers) and policies and directives ofthe FUB.

2. The Programs

2.1 The Programs shall be as submitted by the Departments to the Academic Board of
each institution and approved in writing.

assurance mechanisms as other programs offered by the Departments leading to the
award ofa Dr. rer. Nat. of FUB.

2.3 The Programs will be four years in duration leading to the award of a Dr. rer. Nat. of
FUB. Students will spend two years at FUB and two years at SUSTech with the order
depending on the project requirements. Any deviation from the study duration and
physical locations shall be approved by both institutions.

|
|
2.2 The Programs will be subject to the same requirements, regulations and quality N
I
|
|
|

 

2.4 The Programs will focus on collaborative PhD training between the Department of
Biology, Chemistry, Pharmacy at FUB and the Department of Biology at SUSTech. The
intake size will not exceed five PhD Students for each academic year.

3. Roles and Responsibilities

The areas of responsibility of each of the Parties to this Agreement are set out below:

3.1FUB

The Parties agree that FUB has ultimate responsibility for the following:

3.1.1 to ensure that the Academic Standards of its award are met and maintained at all
times.

3.1.2 to appoint a FÜB Program Lead with overall responsibility for the management and
delivery of the whole of each Program.

3.1.3 to provide appropriate staffing for the primary supervision of Students on the
Programs.

3.1.4 to award the title of Recognised Supervisor to certain qualifying SUSTech staff
teaching on the Programs.

3.1.5 to make offers to and admit all Students on the Programs during the first three years
ofthe Agreement.

3.1.6 to register all Students on the Programs for the duration of their studies.

3.1.7 to ensure that Students are aware that they will be bound by health and safety
procedures of any recognised institution (other than SUSTech) in which they are
physically located for any aspect ofthe Programs.

3.1.8 to ensure that requisite risk assessment is undertaken and that adequate health and
safety provisions are in place, and which are consistent with those of FÜB, where the
Programs require Students to spend a period of time in a different institution or
organisation other than in SUSTech.

3.1.9 to provide supervisory arrangements that will be equivalent to those enjoyed by
Students registered by other modes of study, including supervision meetings by
Skype or other video conferencing systems. This may include an annual face-to-face
supervision meeting at SUSTech.

3.1.10t0 monitor the progress of students by arrangements that are equivalent to those for.

Students registered by other modes of study. This may include an annual progress
review meeting; if this involves FÜB members traveling to SUSTech, SUSTech will
be responsible for travel and accommodation costs.

3.1.11to make arrangements for the examination of the Students’ theses. The examination
will be the same as for other Students at FÜUB, as set out in the University
Legislation. it may take place at FUB or at SUSTech, with SUSTech paying travel
and accommodation costs.

3.1.12t0 ensure Students have access to appropriate resources and facilities for the
purposes of carrying out research effectively.

3.1.13t0 discuss and monitor, through the Program Leads of both institutions, the
supervision to be provided by SUSTech for quality assurances purposes.

3.1.14t0 receive and review concerns and academic complaints from Students in
accordance with University Legislation and procedures.

3.1.15t0 receive and consider academic appeals from Students in accordance with
University Legislation and procedures.

3.1.1610 investigate all incidents of misconduct (including academic and research

misconduct) in accordance with University Legislation.

3.1.17to receive details of and to monitor non-academic complaints issues dealt with by

SUSTech in accordance with its own regulations.

3.2 SUSTech

The Parties agree that SUSTech has responsibility for the following:

3.2.1

3.2.2

3.2.3

3.2.4

3.2.5

3.2.6

3.2.7
3.2.8

3.2.9

to appoint a SUSTech Program Lead, who will take responsibility for the
management of all aspects of the Programs which SUSTech is to deliver.

to identify academic members of staff from SUSTech to undertake the role of co-
supervisors to Students and to notify FUB of their appointment and qualifications.
Such co-supervisors will contribute to the monitoring and review of progress of
Students in accordance with University Legislation and procedures.

to ensure that any SUSTech staff appointed as Recognised Supervisor of Students
strictiy adhere to University Legislation.

to nominate Students for admission to the Programs. FUB will make the final
decision on all offers and admission to the Programs in consultation with SUSTech.

to provide the Students with the same access to the resources and facilities of
SUSTech as would be available to all other students registered at SUSTech.

where the examination of the thesis is to take place at SUSTech, to make suitable
arrangements for the examination in consultation with the internal examiner at FUB
and in accordance with University Legislation.

to forward enquiries to FUB from Students, where appropriate.

to fund the travel, accommodation and subsistence costs for FUB supervisors to
visit SUSTech annually in the two years at SUSTech of the Students’ four year
Programs.

to maintain appropriate records of its internal quality assurance procedures. Subject
to reasonable notice, SUSTech agrees to provide information and/or to participate in
reviews of quality and collaborative provision arrangements required by FUB or of
FUB and/or its collaborating institutions by outside authorities (including national
and government agencies).

3.2.10 to report to FUB all incidents of Student misconduct and where necessary CO-

operate in the investigation and determination of such cases.

3.2.11 to co-operate, where necessary, in the investigation of Student complaints and

academic appeals.

3.2.12 to deal with any non-academic complaints in accordance with SUSTech's own

regulations and report details to FÜUB.

3.2.13 to fund scholarships (covering stipends for four years and tuition fees at SUSTech)

for the students enrolled in the Program for the duration of their studies (the number
of Students as agreed in writing between the Parties from time to time) and to be

responsible for the fees and stipend for those Students in accordance with clause 5
and Schedule 1.

3.2.14 to ensure that Students are aware that they will be bound by SUSTech health and
safety procedures and to ensure that requisite risk assessment is undertaken and
that adequate health and safety provisions are in place, which are consistent with
and of a similar standard to those of FUB whilst the Students are studying at
SUSTech.

3.2.15 to provide all necessary assistance to FUB to enable it comply with all current
German Visa & Immigration regulations in respect of Students coming to study in
Germany for two years of their Program including ensuring Stipend payments fall
within the recommended guidelines.

3.3 FUB and SUSTech

3.3.1 SUSTech will perform an initial selection, and forward the list of shortlisted
candidates to the Department of Biology, Chemistry, Pharmacy of FUB to coordinate
further screening to determine their acceptability for admission to the Collaborative
PhD Program. Application documents have to be in English. In particular, program
coordinators at the FUB will be given the opportunity for a personal interview with
the candidates, either via Skype or in person. The PhD committee of the
Department of Biology, Chemistry, Pharmacy of FUB will ultimately decide on the
admission of the student. Candidates who are selected by FUB will be required to
lodge their applications for admission to the PhD programs of FÜB via the graduate
admission system.

3.3.2 The Parties each acknowledge that they are required to meet certain obligations
under the laws and regulations applicable in their own jurisdiction and in the
jurisdiction of the other Party, including but not limited to sanctions laws; export
control laws; privacy and data control laws; work, health and safety laws;
immigration laws and laws relating to provision of education to international
students. Each Party understands and agrees that such laws and regulations may
affect or restrict the activities contemplated under this Agreement. The Parties agree
to comply with all laws and regulations of their own jurisdiction and to take all
reasonable steps to ensure compliance with the laws and regulations of the other
Party’s jurisdiction where requested to do so by the other Party.

3.3.3 In particular, the Parties each agree to provide a safe workplace for all students and
staff on their respective premises and premises over which they have control or
responsibility to maintain a safe workplace in accordance with any applicable laws
binding on either Party.

4. Marketing and Use of Crests/Logos

4.1 Both Parties may market and promote the Programs, using only publicity materials which
have the prior written approval of both Parties.

4.2 Each Party must undertake the promotion of the education and training services of the
other Party in a professional manner, and maintain the integrity and reputation of the other
Party and its respective international education and training industry. Neither Party will

knowingly do anything to damage the reputation of the other Party. In particular, all
materials used by each Party to promote the other must:

(a) have been provided by the other Party specifically for promotional and marketing
purposes; or

(b) have been approved in advance in writing by the other Party prior to distribution.

4.3 Each Party shall amend or replace marketing materials as requested by the other Party if
such amendments or replacements are required by applicable law.

4.3.1 Each Party will ensure that before any public statements (including statements to the
media or articles relating to their joint activities) which is related to the other Party are
released or published that the prior written consent of the other Party is obtained.

4.4 Neither Party will use the name or logo of the other Party in any other context without prior
written approval of the other Party and compliance with any conditions attached to such
approval. All rights in each Party’s name and logo will be retained by the owning Party in
question, including any goodwill arising out of use of the Party's name or logo in
accordance with this Agreement.

Financial Arrangements
5.1 The Financial Arrangements for the Programs are set out in Schedule 1.
Supervisors

6.1 Staff of SUSTech undertaking the role of co-supervisor as part of the Programs shall be
appointed by SUSTech and be subject to terms and conditions of service of SUSTech.

6.2 In order to assist FUB to fully comply with its obligations to undertake quality assurance
monitoring of its award, SUSTech shall inform FUB, through both Program Leads, of all
members of staff who will be co-supervisors, in advance of their taking up their duties.
FUB shall retain the right to monitor the appropriateness of these staff to perform their
duties in accordance with the best practices for the assurance of academic quality and
standards in higher education and shall liaise witn SUSTech in relation to any concerns or
issues that it wishes to be addressed.

6.3 If, during the delivery of the Programs, any Party is materially dissatisfied with the
conduct, commitment or quality of the supervision undertaken on the Programs, they
must raise it in writing with the Head of the Department. If following discussion of written
feedback received this matter is not resolved, the Head of the Department will have the
right to request the immediate removal of that supervisor from delivering on the Programs
and for that staff member to be replaced by another suitably qualified member of staff.

6.4 Staff of SUSTech who, in the reasonable opinion of FUB, make a significant input to the
supervisory arrangement on the Programs may be awarded the title of Recognised
Supervisor in accordance with FÜB Legislation, with such benefits as are specified

a ee Brenner ern re er pe ng

therein. SUSTech shall ensure that its staff follow University Legistation when delivering
the Programs.

Copyright and Intellectual Property Rights

7.1 Ownership of copyright of teaching materials relating to the Programs shall be retained by
the author (i.e. FUB or SUSTech) with each Party granting a free exclusive licence for the
other Party to use the materials for the Programs for the duration of this Agreement.
Consent to use it for another program run by either Party during the continuance of this
Agreement shall be considered on a case by case basis by the copyright owner.

7.2 Where existing copyright or trademark material is used in the Programs, this must be
clearly acknowledged by the preparing institution in accordance with copyright and
trademark legisiation. The preparing institution shall be responsible for obtaining any
necessary third party authorisation.

7.3 The Parties agree to jointiy safeguard any intellectual property generated as a result of
this Agreement and shall discuss the ownership, protection and any exploitation of any
intellectual property generated as a result of this Agreement in good faith with a view to
mutual ownership by the Parties where considered reasonabiy appropriate in the

 ceircumstances. Ownership of intellectual property generated by the Students shall be
determined in accordance with the University Legislation.

7.4 As far as it is possible where intellectual property is jointiy owned, the Parties must
register eventual patents jointiy. If one Party gives no reply to a written request to submit
a joint patent registration application relating to a specific piece of intellectual property
generated within 90 (ninety) days, the other Party is entitled to register the patent which
was contained within the proposed patent application under its own name and at its sole
expense. The Parties must follow their national guidelines for patent registration.

8. Insurance

8.1 Each Party will effect and maintain fully comprehensive insurances in respect of their
respective operations including adequate cover in relation to land and premises,
employer’s liability and public and third party liability and all relevant insurances required
under the laws and regulations of their respective countries and any other insurances
regarded as customary and prudent in the provision of educational services that cover
their liabilities under this Agreement.

8.2 Evidence of such insurance and the premiums paid shall be provided to the other Party
when requested to do so by the other Party.

9 Duration of Agreement

9.1 This Agreement shall be valid for seven years with effect with the day of signature of this
agreement and may be renewable on terms to be agreed at the time with the written
consent of both Parties.

9.2 Students shall only be admitted to the Programs during the first three years of this
Agreement.

 

F
‘
|

9.3 Areview ofthe Agreement shall be initiated at least twelve months before the Agresment
is due to expire to explore whether the arrangement should continue and upon what
terms.

10.Privacy and protection of personal information

10.1 FUB and SUSTech shall protect personal information during the term of this Agreement.

10.2 Each of FUB and SUSTech:

10.2.1 shall ensure that appropriate technical and organisational measures are taken
against unauthorised or unlawful processing of personal data and against loss or
destruction of, or damage to, personal data processed by it under this Agreement;

10.2.2 shall adopt and maintain a written security policy in relation to personal data
processed by it and shall procure that all of its employees are aware of and abide by
all of its provisions and shall make such policy available for inspection on request by
the other party.

11.l.egislation

11.1 The Parties shall not unlawfully discriminate either directly or indirectly, on such grounds
as gender, race, colour, ethnic or national origin, disability, sexual orientation or age, within
the meaning of the applicable anti-discrimination legislation or any re-enactment thereof
and all legisiation and directives relating to equality and discrimination.

11.2 The Parties shall comply with all applicable laws, statutes, regulations and codes relating
to modern slavery.

12.Disputes and Arbitration

12.1 The Parties shall seek to resolve between themselves any dispute or difference that may
arise concerning this Agreement. The Parties shall attempt to resolve in good faith any
dispute arising between them out of the operation of this Agreement. Ifthe dispute cannot
be resolved informally, it shall be referred to the Ombudsperson of the Institute of
Chemistry and Biochemistry of FUB and the Associate Dean of Graduate School of
SUSTech. The Parties agree to co-operate in dealing with or defending any claim by a
third Party arising out of the operation of this Agreement.

13. Termination

13.1 Either Party may terminate this Agreement by giving at least twelve months’ notice in
writing to the other. Any such termination shall include provision to honour this Agreement
in respect of any Students registered on the Programs at that time.

13.2 Either Party may terminate this Agreement with immediate effect by notice in writing if the
other Party is subject to a change of control, becomes insolvent, is unable to pay its debts
as and when due or otherwise cease to exist.

 

|
|
|
}
;
}

|.
|:

 

7 FTTTECHTETTTTEET
- ren F nn

13.3Should this Agreement be terminated for any reason, no further recruitment to the
Programs will be permitted.

13.4 Each Party will fully and effectually indemnify the other Party against all claims arising by
reason of its breach or default under this Agreement or its negligent acts or omissions. The
liability of either Party for any breach of this Agreement or arising in relation to the
Programs will not extend to any incidental or consequential damages or losses, ‚Including
(without limitation) pure economic loss or loss of profits or goodwill,

14.Consequences of Termination

14.1 1f this Agreement has come to an end without it being renewed, or a notice of termination

has been given under clause 13 or as otherwise provided in this Agreement the Parties
shall take all reasonable steps to ensure that the Students registered on the Programs are
able to complete their Program ifthey so wish (the “Teach Out Period”)

14.2 The Teach Out Period shall continue until all existing Students have completed or
withdrawn from their Program.

14.3 Subject to this clause 14, the terms of this Agreement will continue to apply with full force
and effect to the delivery of the Programs during the Teach Out Period, unless otherwise
agreed in writing between the Parties.

14.4 On termination or expiry of this Agreement or at the conclusion ofthe Teach Out Period:
14.4.1 each Party shall cease using the name and/or logo of the other;

14.4.2 unless agreed otherwise in writing, the Parties shall return at their own expense any
documents and other materials belonging to the other;

14.4.3 the relationship of the Parties shall cease save that the clauses in this Agreement
which expressiy or impliediy have effect after termination and/or expiry will continue to
be enforceable notwithstanding termination and/or expiry.

15.Conduct

15.1 The Parties shall be entitled to terminate this Agreement immediately upon written notice
to the other Party if the other Party or its employees or agents are found to have made
offered accepted or taken or agreed to take any gift bribe hospitality or consideration of
any kind from any person or body as an inducement or reward for showing or forbearing to
show favour or disfavour to any person or for doing or forbearing to do any action in
relation to or for the purposes of offering or obtaining an advantage in relation to
performance of this Agreement or where such action is in contravention of any laws
binding on either Party in relation to bribery or corruption.

15.2 The Parties warrant that they have adequate and robust anti-corruption policies and
procedures in place in accordance with their respective laws.