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Draft a research collaboration agreement for a university and a private company
Research Collaboration Agreement
Table of Contents
Introduction
Parties
Purpose of the Agreement
Research Project
Intellectual Property
Confidentiality
Data Protection
Publication and Dissemination of Research Results
Funding and Resources
Term and Termination
Dispute Resolution
Governing Law and Jurisdiction
Entire Agreement
Notices
Severability
Waiver
Counterparts
Signatures
1. Introduction
This Research Collaboration Agreement (the "Agreement") is made and entered into as of [Date] by and between [University Name], a [State] [Type of Entity], with its principal place of business at [Address] (the "University"), and [Company Name], a [State] [Type of Entity], with its principal place of business at [Address] (the "Company").
2. Parties
The parties to this Agreement are the University and the Company, collectively referred to as the "Parties."
3. Purpose of the Agreement
The purpose of this Agreement is to establish a framework for collaboration between the University and the Company in the conduct of research and development activities related to [Research Area].
4. Research Project
4.1. Project Description:
The research project (the "Project") will focus on [Brief Description of the Project].
4.2. Project Objectives:
The specific objectives of the Project are:
[List of Project Objectives]
4.3. Project Timeline:
The Project is expected to be completed within [Timeframe].
4.4. Project Management:
[Name of University Representative] will serve as the Project Manager for the University, and [Name of Company Representative] will serve as the Project Manager for the Company.
4.5. Research Team:
The University will provide a research team consisting of [List of University Researchers]. The Company will provide a research team consisting of [List of Company Researchers].
5. Intellectual Property
5.1. Ownership of Intellectual Property:
University Intellectual Property: All intellectual property rights (including but not limited to patents, copyrights, trademarks, trade secrets, and know-how) arising from the Project that are developed or created solely by the University shall be owned by the University.
Company Intellectual Property: All intellectual property rights (including but not limited to patents, copyrights, trademarks, trade secrets, and know-how) arising from the Project that are developed or created solely by the Company shall be owned by the Company.
Joint Intellectual Property: All intellectual property rights (including but not limited to patents, copyrights, trademarks, trade secrets, and know-how) arising from the Project that are developed or created jointly by the University and the Company shall be jointly owned by the University and the Company.
5.2. License to Use Intellectual Property:
University License: The University grants to the Company a non-exclusive, royalty-free license to use, reproduce, modify, and distribute any intellectual property rights owned by the University that are necessary for the Company to carry out its obligations under this Agreement.
Company License: The Company grants to the University a non-exclusive, royalty-free license to use, reproduce, modify, and distribute any intellectual property rights owned by the Company that are necessary for the University to carry out its obligations under this Agreement.
Joint License: The University and the Company grant each other a non-exclusive, royalty-free license to use, reproduce, modify, and distribute any intellectual property rights jointly owned by the University and the Company that are necessary for each Party to carry out its obligations under this Agreement.
5.3. Patent Prosecution:
The Parties agree to cooperate in the prosecution of any patent applications arising from the Project. The Parties shall share the costs of patent prosecution in proportion to their respective ownership interests in the patent.
5.4. Confidentiality:
The Parties agree to keep confidential all information disclosed by one Party to the other in connection with the Project, except to the extent that such information:
is already in the public domain;
is independently developed by the receiving Party without the use of the disclosing Party's confidential information;
is rightfully received by the receiving Party from a third party without any obligation of confidentiality; or
is required to be disclosed by law or regulation.
6. Confidentiality
6.1. Confidential Information:
Each Party agrees to hold in confidence all confidential information of the other Party disclosed in connection with this Agreement, including but not limited to:
Research data, results, and findings;
Technical information, know-how, and processes;
Business plans, strategies, and financial information;
Personnel information; and
Any other information designated as confidential by the disclosing Party.
6.2. Non-Disclosure:
Each Party agrees not to disclose any confidential information of the other Party to any third party without the prior written consent of the disclosing Party.
6.3. Exceptions:
The obligations of confidentiality under this Agreement shall not apply to information that:
is already in the public domain;
is independently developed by the receiving Party without the use of the disclosing Party's confidential information;
is rightfully received by the receiving Party from a third party without any obligation of confidentiality; or
is required to be disclosed by law or regulation.
7. Data Protection
7.1. Data Protection Laws:
The Parties agree to comply with all applicable data protection laws and regulations, including the Data Protection Act, 2019.
7.2. Data Security:
The Parties agree to implement appropriate technical and organizational measures to protect the confidentiality, integrity, and availability of personal data processed in connection with the Project.
7.3. Data Sharing:
The Parties agree to only share personal data with each other on a need-to-know basis and for the purposes of the Project.
8. Publication and Dissemination of Research Results
8.1. Publication Rights:
The Parties agree to jointly publish the results of the Project in peer-reviewed scientific journals or other appropriate publications.
8.2. Acknowledgement:
All publications and presentations of the Project results shall acknowledge the contributions of both the University and the Company.
8.3. Prior Approval:
The Parties agree to obtain prior written approval from the other Party before publishing or presenting any research results that are confidential or proprietary.
9. Funding and Resources
9.1. Funding:
The Company will provide [Amount] in funding for the Project.
9.2. Resources:
The University will provide [List of Resources] for the Project. The Company will provide [List of Resources] for the Project.
9.3. Budget:
The Parties agree to develop a budget for the Project that outlines the anticipated costs and funding sources.
10. Term and Termination
10.1. Term:
This Agreement shall be effective as of the date first written above and shall continue for a period of [Term] (the "Term").
10.2. Termination:
This Agreement may be terminated by either Party upon [Number] days' written notice to the other Party.
10.3. Grounds for Termination:
This Agreement may be terminated by either Party immediately upon written notice to the other Party if:
the other Party materially breaches this Agreement and fails to cure such breach within [Number] days after written notice of such breach; or
the other Party becomes insolvent or bankrupt.
10.4. Effect of Termination:
Upon termination of this Agreement, the Parties shall:
cease all work on the Project;
return all confidential information of the other Party; and
settle all outstanding obligations under this Agreement.
11. Dispute Resolution
11.1. Negotiation:
The Parties agree to attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiations.
11.2. Arbitration:
If the Parties are unable to resolve a dispute through negotiation, the dispute shall be settled by binding arbitration in accordance with the Arbitration Act, 1995.
11.3. Arbitration Rules:
The arbitration shall be conducted in accordance with the rules of the Arbitration and Conciliation Act, 1995.
11.4. Arbitration Venue:
The arbitration shall be held in [City, Country].
11.5. Arbitration Language:
The arbitration shall be conducted in the English language.
12. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of Kenya.
13. Entire Agreement
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.
14. Notices
All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, return receipt requested, or sent by overnight courier service, addressed as follows:
If to the University:
[University Name] [Address]
If to the Company:
[Company Name] [Address]
15. Severability
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck from this Agreement and the remaining provisions shall remain in full force and effect.
16. Waiver
No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom such waiver is sought.
17. Counterparts
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
18. Signatures
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
[University Name]
By: [Name of University Representative]
Title: [Title of University Representative]
[Company Name]
By: [Name of Company Representative]
Title: [Title of Company Representative]
Sources:
The Arbitration and Conciliation Act, 1995
The Data Protection Act, 2019
The Constitution of Kenya, 2010
This is a sample research collaboration agreement and may not be suitable for all situations. It is important to consult with legal counsel to ensure that the agreement is tailored to the specific needs of the Parties.
Answered by mwakili.com