There are many different types of activity that facilitate research and thus many different contract types which may be referred to by different organisations using different terminology.
Often the nature of the activity or transaction will require a certain type of agreement in order to manage that activity. In some cases multiple agreements may be required to support a single research project and likewise multiple types of activity can sometimes be covered in one agreement. The contracts team are best placed to determine what type of agreement best suits your needs but below are some of the key terms we will need to consider and that may apply to your requirements. If there are any specific requirements you think should be covered then please make the contract team aware via your request.
Most agreements will contain clauses on the exchange or protection of confidential information. They are required to ensure that any information that is not in the public domain remains protected to ensure that future patent applications may be made or simply to protect your ideas and future research. Generally the University seeks to ensure that any results generated as part of research are not classed as confidential information as this not only can affects your right and ability to publish and use the results but also the University’s charitable objectives.
Intellectual property law governs the protection and use of both tangible and intangible property including ideas and know how, inventions and concepts. You may consider you are not inventing something new or because your project only involves data or surveys there is no potential intellectual property but that is not necessarily the case. Not paying due respect to the true value of intellectual property can be fatal and could result in loss of not just commercial potential for your work but the ability to publish or use those results in any way.
The IP position reached in agreements with third parties will vary according to the context of the project, any external funding and collaboration arrangements that the University may enter into and potential commercial value. In all cases, the Contracts team will negotiate in order to ensure that where possible researchers and students are free to utilise the results and other outputs of their research in current and future research and teaching. In addition, the University is keen to ensure that commercially valuable IP is protected and utilised appropriately, for the benefit of society in general and also to underpin the sustainability of research thus meeting the University’s charitable objectives.
Publication is a fundamental aim of all research and seeks to ensure that researchers are free to publish or otherwise disseminate research findings without undue restriction. External collaborators may seek the opportunity to preview and/or postpone publications, in order to seek patent or other protection for the results of research, or to exclude their confidential information. The contracts team can permit this subject to a consultative process within defined timeframes and upper limits appropriate to the context and in accordance with our charitable guidelines and objectives.
Where a student is involved in the research and will rely on using the results as part of their thesis then we will need to know so we can ensure this is specifically detailed in the agreement.
It is critical that you review this section or provide as much detail as possible. Often post award disputes with projects center on delivery of the scope of work and the expectations of each party. Therefore the more detail we can add to a contract the easier it is to defend any claims in the event of a dispute. The scope of work and deliverables of a project can be detailed in a number of ways but may include:
- what each party is contributing and the tasks they will undertake
- how the scope of work will be conducted and to what standard
- content, form and frequency of reporting
Liability, Indemnities and Warranties
As a charitable academic institution, the University has a duty to protect its staff, students and assets, as well as to operate within the insurance cover it holds. This is in line with guidance from the Charities Commission as well as good practice in terms of general risk management.
The contracts team will always seek a balance in accepting its reasonable responsibilities in relation to the activities undertaken in a project but also aims to minimise exposure to undue liability. This includes a number of steps such as capping the financial value of its liability under its research agreements; limiting liability to losses or damages that are directly incurred and not consequential and exclusion of staff and students from personal liability under the contract. In addition, the University cannot guarantee the success of the project or the results, nor provide warranties or indemnities in relation thereto. Additional clarifications or limits may be sought where appropriate to a specific project.
The contracts team has a clearly defined route of escalation in cases were the optimal liability terms cannot be negotiated ultimately resulting in a risk based decision being made at college level.
Material and Data Transfer
Agreements governing the transfer of materials (MTAs) which could range from software to biological materials from one party to another can be either stand alone or part of a larger more complex project contract. The provision or receipt of materials could be with another University or a Company and the agreement will set out who is the owner of the material being provided and the permitted use of the materials in question for the other party. An MTA can be “Outgoing” where the University is providing the materials and “Incoming” where we are receiving materials.
Exchange of data especially personal data is now a key focus of all contract negotiations if applicable. It is key that the team clearly understand if any personal data is being transferred between parties, the nature of the transfer, the type of data and whether it is identifiable or sensitive data as defined under the data protection laws. With the introduction of GDPR the risk and consequences of data protection breaches is significant and thus careful consideration needs to be made. If necessary the contract team will consult with the data protection officer and the team in legal services for specific advice.
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