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Draft a research collaboration agreement for a university and a private company
Research Collaboration Agreement
Table of Contents
Introduction
Definitions
Objectives
Scope of Work
Responsibilities of the Parties
Intellectual Property Rights
Confidentiality
Publication
Funding and Budget
Term and Termination
Dispute Resolution
Governing Law
Miscellaneous Provisions
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.
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