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What is a Research Agreement?

This type of contract is negotiated between an entity wishing to undertake research and the party tasked with performing the research activity (often an academic institution, such as a university – these are the most common type of research agreement).

Research Agreements with universities – often funded by private companies – are the most common type of research agreement.

When do I need a Research Agreement?

Whenever an academic institution agrees to perform research on behalf of an entity, be it a for-profit organisation, corporation or government agency, it’s necessary to have a research contract in place.

This document highlights all the essential details relating to the research project. It defines the specific project being undertaken, provides background information, describes each party’s roles, and more.

What are the Key Clauses in a Research Agreement?

IP – This is the most hotly negotiated clause in any research agreement – who owns the IP that is created due to, or arising from, the research that has been carried out!
It can literally take months to agree this position (if you are dealing with 2 very large organisations!)

Generally the parties will reach an agreement where one party owns the IP but the other party is given a very broad licence to commercialise the IP – this way both parties are happy.

Parties to the agreement – Despite not appearing to be one of the most important clauses, you’d be surprised at how often people get this clause wrong. A research contract should identify all the parties correctly. By correctly, we mean stating the legal names of those involved.

If either party prefers to use a shortened version of their name in the rest of the document, they should indicate it under this clause, for example, the Australian National University would be defined as (ANU).

Scope of work – The next section that should be included in a research agreement is the scope of the research. In other words, it should explicitly state the purpose of the study, a research plan, milestones, timeframe, and more.

Payment or Funding – This is another crucial clause that must be included in the agreement, particularly if the project is funded. In this case, the sponsor agrees to provide the institution with enough funds to facilitate the research project.

This funding should include direct and indirect costs. For indirect expenses, the company funding the research can specify the maximum amount of money that the university is allowed to spend in the course of the research.

On the same note, the parties should discuss and document how the purchase of research equipment will be handled. For instance, the university may wish to buy the necessary equipment, which naturally means that they should own that equipment once the research project is complete.

Finally, the payment clause should outline how payments are to be handled in the event of a termination. Both parties can agree that in such a situation, then the payment will be prorated depending on the scope of research performed.

Dispute resolution – While no party enters into a deal anticipating a conflict, misunderstandings do arise. Thus, it’s wise to have a plan for how disputes can be resolved.

This section indicates how the aggrieved party can communicate their issues with the opposite party. For instance, they can issue a written notice, at which point the other entity can make arrangements to meet and negotiate.

If the conflict isn’t resolved within a specified period, the parties should determine the legal actions to be taken. They may decide to involve an arbitrator or file charges in a court of law. In the latter case, the contract should clarify under which jurisdiction the case can be handled.

Confidentiality – Any piece of information that either party regards as confidential ought to be identified in writing. Once labeled as confidential, the other party has no right to disclose it to third-parties. The other party is also prohibited from using the information for purposes other than for the research project.

The parties should also agree on the duration of confidentiality. For instance, the disclosing party can declare that the information remains privy indefinitely or for a few years after the project’s termination. The contract also specifies the action to be taken if either party breaches this clause.

Dissemination of results – This part outlines the procedure to be followed when communicating research findings. Other questions addressed under this clause include: Will the research team provide regular updates of progress before disseminating the results?

Once the project is complete, how exactly will the results be communicated to the other party? Can the academic institution also utilize the findings to its benefit? Finally, does the company that outsourced the project have a right to ask for amendments? Would this cost extra?

Wrap Up

A research agreement is a document outlining the terms and conditions that govern the relationship between parties, over the course of a research project. It outlines the roles of each party and a description of the project. It also provides a detailed procedure of how conflicts and payments will be handled as well as how the research findings will be communicated and applied.

Got a Contract Question?

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