Negotiating terms
Certain research projects require the University to negotiate an agreement with the other parties involved, making everyone’s rights and responsibilities clear and protecting the interests of all.
The Research Operations Office's role is
to negotiate on behalf of the University for those researchers whose funding
arrangements require it. Our negotiations generally cover specific contractual
issues (see below) including price, intellectual property (IP), publication and
liability.
What agreements are used?
Sponsors sometimes supply their own contract, but where possible we prefer to use one of our standard University agreements as appropriate for the type of research programme undertaken.
In addition to contracts that govern specific research programmes, Material Transfer Agreements may be required to govern the exchange of materials for use in research projects,
and Confidentiality Disclosure Agreements to govern discussion between parties about a prospective research project.
Contractual issues
Our negotiations cover specific contractual
issues:
- the research activity to be
performed
- the timescale of the research
- the price charged for the research
and how it is to be administered
- IP rights
- the right to publish the
results of the research
- the limitation of liability for
work performed
- the protection of confidential
information
- the budget (i.e. a costed plan)
Typically,
negotiations tend to focus on the following areas:
Publication rights
Academics should
expect to publish all the results of their research without delay or hindrance,
as part of the academic mission. Sponsors, however, may wish to delay
publication for a variety of reasons, typically to allow patenting. Also, the
information may be proprietary to the sponsor, who may wish to keep it
confidential. We negotiate to protect the researchers' right to publish as much
as possible, starting from the position that full publication, except for
confidential information, is required with minimal review and delay. If the
sponsor has different requirements, the Principal Investigator (PI) must
consider how far these are compatible with responsible publication and the
University’s educational mission.
IP
Researchers should
expect to be able to build on the results of their own research in further
research. However, commercial sponsors may hope to gain the rights to the
results of research because they want to license an application that uses them.
We negotiate to allow researchers to have full rights to the results of their
own research while allowing sponsors as much commercial advantage as possible,
subject to a reasonable revenue return to the inventor(s) and the University.
Liability
The contract usually
includes clauses to confirm that:
- the results of research by
definition cannot be guaranteed
- individual researchers and the
University cannot be held liable for the sponsor's use of the results of
research
- individual researchers and the
University are not responsible for any indirect loss arising from the research
- there is a financial cap on the
liability for loss
It may be appropriate
to negotiate additional limits on the researcher’s or University's liability
for specific projects.
Confidentiality
In some cases, a
sponsor may wish for all results to be kept confidential forever. This is a
considerably greater limitation than preventing publication or withholding
rights to the IP, since researchers cannot discuss or refer to the results at
all. We negotiate for confidentiality to be limited to the confidential
information supplied by either party, and for confidentiality to be protected
only for a reasonable duration after the end of the project.
Termination
It is possible that either
party may need to terminate the project for a variety of reasons.
We negotiate to ensure
that the sponsor cannot withdraw funding without reasonable notice.
Authorisation to proceed
Where
the price and scope of work is agreed, it is very likely that the agreement
will go ahead. If the parties want to start the research but negotiations are
continuing on other aspects of the agreement, we can put in place an
Authorisation to Proceed. This is a holding agreement that
protects everyone’s interests but allows research to proceed without delay.
There may be other
considerations specific to the project or area of research, and we can advise
on these.
Please
contact the Contracts Manager
in the relevant team.
