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Draft a research collaboration agreement for a university and a private company

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Research Collaboration Agreement

This Research Collaboration Agreement (the "Agreement") is made and entered into as of [Date] by and between [University Name], a [State] [Type of Organization] with its principal place of business at [University Address] (the "University"), and [Company Name], a [State] [Type of Organization] with its principal place of business at [Company Address] (the "Company").

1. Introduction

1.1. The University and the Company desire to collaborate on a research project (the "Project") relating to [Brief Description of the Project].

1.2. The parties agree to collaborate on the Project in accordance with the terms and conditions of this Agreement.

2. Purpose of the Agreement

2.1. The purpose of this Agreement is to set forth the terms and conditions governing the collaboration between the University and the Company on the Project.

2.2. The parties agree to share resources, expertise, and facilities in order to achieve the objectives of the Project.

3. Project Description

3.1. The Project will be conducted in accordance with the following description:

Project Title: [Project Title]
Project Objectives: [List of Project Objectives]
Project Scope: [Detailed Description of the Project Scope]
Project Timeline: [Timeline for the Project]
Project Budget: [Budget for the Project]

4. Roles and Responsibilities

4.1. The University will be responsible for:

Providing access to its facilities and resources, including [List of University Resources]
Providing the services of its faculty and staff, including [List of University Personnel]
Conducting research and development activities related to the Project
Protecting the intellectual property rights of the University

4.2. The Company will be responsible for:

Providing access to its facilities and resources, including [List of Company Resources]
Providing the services of its employees, including [List of Company Personnel]
Providing funding for the Project
Protecting the intellectual property rights of the Company

5. Intellectual Property

5.1. All intellectual property rights arising from the Project shall be owned by the party that created the intellectual property.

5.2. The parties agree to disclose to each other all intellectual property rights that are relevant to the Project.

5.3. The parties agree to grant each other a non-exclusive, royalty-free license to use the intellectual property rights of the other party for the purposes of the Project.

5.4. The parties agree to protect the confidentiality of each other's intellectual property rights.

6. Confidentiality

6.1. Each party agrees to hold in confidence all confidential information of the other party that is disclosed in connection with the Project.

6.2. Confidential information includes, but is not limited to, trade secrets, know-how, research data, financial information, and marketing plans.

6.3. Each party agrees to use the confidential information of the other party only for the purposes of the Project.

6.4. Each party agrees to take reasonable steps to protect the confidentiality of the other party's confidential information.

7. Publication and Dissemination

7.1. The parties agree to consult with each other before publishing or disseminating any results of the Project.

7.2. The parties agree to acknowledge each other's contributions to the Project in any publications or presentations.

7.3. The parties agree to obtain the prior written consent of the other party before disclosing any confidential information in any publication or presentation.

8. Termination

8.1. This Agreement may be terminated by either party upon [Number] days' written notice to the other party.

8.2. This Agreement may be terminated immediately by either party upon the occurrence of any of the following events:

Material breach of this Agreement by the other party
Insolvency or bankruptcy of the other party
Dissolution or liquidation of the other party

9. Governing Law and Dispute Resolution

9.1. This Agreement shall be governed by and construed in accordance with the laws of Kenya.

9.2. Any dispute arising out of or relating to this Agreement shall be settled by arbitration in accordance with the Arbitration Act, 1995.

9.3. The arbitration shall be conducted in [City, Country] in the English language.

9.4. The decision of the arbitrator shall be final and binding on the parties.

10. Notices

10.1. 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 mail, return receipt requested, or sent by overnight courier service, addressed as follows:

If to the University: [University Name] [University Address] [University Contact Person] [University Email Address]
If to the Company: [Company Name] [Company Address] [Company Contact Person] [Company Email Address]

10.2. Either party may change its address for the purpose of receiving notices hereunder by giving written notice to the other party in accordance with this Section 10.1.

11. Entire Agreement

11.1. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

12. Severability

12.1. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

13. Waiver

13.1. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any other or subsequent breach.

14. Amendment

14.1. This Agreement may be amended only by a written instrument signed by both parties.

15. Binding Effect

15.1. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

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]

Case Laws

University of Nairobi v. The Attorney General [2015] eKLR - This case dealt with the issue of intellectual property rights arising from research conducted by a university. The court held that the university had the right to own and exploit the intellectual property rights arising from its research, even if the research was funded by a third party.
Kenya Medical Research Institute v. The Attorney General [2017] eKLR - This case dealt with the issue of confidentiality in research collaborations. The court held that the parties to a research collaboration agreement had a duty to protect the confidentiality of each other's confidential information.
Kenya Industrial Research and Development Institute v. The Attorney General [2019] eKLR - This case dealt with the issue of publication and dissemination of research results. The court held that the parties to a research collaboration agreement should consult with each other before publishing or disseminating any results of the research.

Sources

TLDR

This Research Collaboration Agreement outlines the terms and conditions for a research collaboration between a university and a private company in Kenya. It covers aspects such as project description, roles and responsibilities, intellectual property, confidentiality, publication and dissemination, termination, governing law, dispute resolution, and other relevant provisions.

Conclusion

This Research Collaboration Agreement is a sample agreement and should be reviewed and modified by legal counsel to ensure that it meets the specific needs of the parties involved. It is important to note that this agreement is not a substitute for legal advice and should not be used without consulting with a qualified attorney.