## Research Collaboration Agreement

### Table of Contents

1. Introduction
2. Parties
3. Purpose of the Agreement
4. Research Project
5. Intellectual Property
6. Confidentiality
7. Data Protection
8. Publication and Dissemination of Research Results
9. Funding and Resources
10. Term and Termination
11. Dispute Resolution
12. Governing Law and Jurisdiction
13. Entire Agreement
14. Notices
15. Severability
16. Waiver
17. Counterparts
18. 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.


## 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**

*   [The Arbitration Act, 1995](http://www.kenyalaw.org:8181/exist/kenyalex/actview.xql?actid=CAP.%204)
*   [The Universities Act, 2012](http://www.kenyalaw.org:8181/exist/rest//db/kenyalex/Kenya/Legislation/English/Acts%20and%20Regulations/U/Universities%20Act%20No.%2042%20of%202012/docs/UniversitiesAct42of2012.pdf)
*   [The Public Private Partnerships Act, 2013](http://www.kenyalaw.org:8181/exist/rest//db/kenyalex/Kenya/Legislation/English/Acts%20and%20Regulations/P/Public%20Private%20Partnerships%20Act%20No.%2015%20of%202013/docs/PublicPrivatePartnershipsActNo.15of2013.pdf)

### **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.


### Research Collaboration Agreement

---

#### Table of Contents

1. Introduction
2. Definitions
3. Objectives
4. Scope of Work
5. Responsibilities of the Parties
6. Intellectual Property Rights
7. Confidentiality
8. Publication
9. Funding and Budget
10. Term and Termination
11. Dispute Resolution
12. Governing Law
13. Miscellaneous Provisions
14. Signatures

---

### 1. Introduction

This Research Collaboration Agreement ("Agreement") is made and entered into as of [Date], by and between [University Name], a university established under the laws of Kenya, with its principal office located at [University Address] ("University"), and [Company Name], a private company incorporated under the laws of Kenya, with its principal office located at [Company Address] ("Company"). The University and the Company are collectively referred to as the "Parties" and individually as a "Party."

### 2. Definitions

- **"Agreement"**: This Research Collaboration Agreement, including all schedules and amendments.
- **"Confidential Information"**: Any information disclosed by one Party to the other Party that is designated as confidential or that should reasonably be understood to be confidential.
- **"Intellectual Property"**: All patents, trademarks, copyrights, trade secrets, and other proprietary rights.
- **"Project"**: The collaborative research project described in this Agreement.
- **"Results"**: All data, discoveries, inventions, and other outcomes resulting from the Project.

### 3. Objectives

The objective of this Agreement is to establish a framework for collaboration between the University and the Company to conduct research on [Research Topic]. The Parties aim to leverage their respective expertise and resources to achieve the following goals:

- [Objective 1]
- [Objective 2]
- [Objective 3]

### 4. Scope of Work

The scope of work for the Project includes the following tasks:

- Task 1: [Description of Task 1]
- Task 2: [Description of Task 2]
- Task 3: [Description of Task 3]

### 5. Responsibilities of the Parties

#### 5.1 Responsibilities of the University

- Provide access to research facilities and equipment.
- Assign qualified personnel to conduct the research.
- Ensure compliance with all applicable laws and regulations.

#### 5.2 Responsibilities of the Company

- Provide funding as specified in Section 9.
- Supply any necessary materials and proprietary information.
- Assign qualified personnel to collaborate on the research.

### 6. Intellectual Property Rights

#### 6.1 Ownership

- Any Intellectual Property developed solely by the University's personnel shall be owned by the University.
- Any Intellectual Property developed solely by the Company's personnel shall be owned by the Company.
- Any Intellectual Property developed jointly by the Parties shall be jointly owned.

#### 6.2 Licensing

- The University grants the Company a non-exclusive, royalty-free license to use the University's Intellectual Property for the duration of the Project.
- The Company grants the University a non-exclusive, royalty-free license to use the Company's Intellectual Property for the duration of the Project.

### 7. Confidentiality

#### 7.1 Obligations

- Each Party agrees to keep Confidential Information received from the other Party confidential and to use it solely for the purposes of the Project.
- Confidential Information shall not be disclosed to any third party without the prior written consent of the disclosing Party.

#### 7.2 Exceptions

Confidential Information does not include information that:

- Is or becomes publicly available through no fault of the receiving Party.
- Is already known to the receiving Party at the time of disclosure.
- Is independently developed by the receiving Party without use of the disclosing Party's Confidential Information.
- Is required to be disclosed by law or regulation.

### 8. Publication

- The Parties agree to jointly publish the Results of the Project, subject to mutual consent.
- Any publication shall acknowledge the contributions of both Parties.

### 9. Funding and Budget

- The Company agrees to provide funding in the amount of [Amount] to support the Project.
- The budget for the Project is detailed in Schedule A attached to this Agreement.

### 10. Term and Termination

#### 10.1 Term

This Agreement shall commence on [Start Date] and shall continue until [End Date], unless terminated earlier in accordance with this Section.

#### 10.2 Termination

- Either Party may terminate this Agreement upon [Number] days' written notice to the other Party.
- Either Party may terminate this Agreement immediately if the other Party breaches any material term of this Agreement and fails to cure such breach within [Number] days of receiving written notice of the breach.

### 11. Dispute Resolution

- Any disputes arising out of or in connection with this Agreement shall be resolved through good faith negotiations between the Parties.
- If the Parties are unable to resolve the dispute through negotiations, the dispute shall be submitted to mediation in accordance with the rules of the [Mediation Institution].
- If mediation fails, the dispute shall be resolved by arbitration in accordance with the rules of the [Arbitration Institution]. The decision of the arbitrator(s) shall be final and binding.

### 12. Governing Law

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

### 13. Miscellaneous Provisions

#### 13.1 Amendments

This Agreement may be amended only by a written agreement signed by both Parties.

#### 13.2 Entire Agreement

This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement.

#### 13.3 Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

#### 13.4 Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by confirmed email, or sent by registered or certified mail, return receipt requested, to the addresses of the Parties set forth above.

### 14. Signatures

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

---

**[University Name]**

By: ___________________________

Name: [Name]

Title: [Title]

Date: [Date]

---

**[Company Name]**

By: ___________________________

Name: [Name]

Title: [Title]

Date: [Date]

---

### TLDR

This document is a comprehensive Research Collaboration Agreement between a university and a private company in Kenya. It outlines the objectives, scope of work, responsibilities, intellectual property rights, confidentiality, publication, funding, term, dispute resolution, governing law, and other miscellaneous provisions. The agreement ensures that both parties collaborate effectively while protecting their respective interests and intellectual property.

### Conclusion

This Research Collaboration Agreement provides a structured framework for the University and the Company to collaborate on research projects. By clearly defining the roles, responsibilities, and expectations of each Party, the Agreement aims to facilitate a successful and mutually beneficial partnership. The inclusion of provisions on intellectual property, confidentiality, and dispute resolution ensures that both Parties' interests are protected throughout the duration of the Project.

---

Sources:
- [Kenya Law Reports](http://www.kenyalaw.org)
- [Harvard Office of Technology Development](https://otd.harvard.edu/industry-investors/sample-agreements/)
- [McGill University Partnership Agreement](https://www.mcgill.ca/research/files/research/template_-_partnership_agreement.pdf)
- [NIHR Collaboration Agreements Guidance](https://www.nihr.ac.uk/documents/collaboration-agreements-guidance/12136)

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