Conducting Research

Research Agreements

Conducting Research/Research Agreements

There are many ways in which collaborative research involving Institution and industry can be carried out, such as:

• a simple joint research programme between two parties; or
• Complex interdependent projects involving multiple parties.

The collaboration arrangement shall be tailored to meet the needs of both sides can take any of the following forms.

1.    Collaborative Research And Development Agreements

Projects undertaken on a shared cost basis normally embody the characteristics as follows:

• work to be done defined jointly by the collaborating company and Institution;
• specific expected result or development defined;
• ownership of inventions, software, biological materials, know how, trade secrets or other intellectual property vests in Institution or shared with sponsor;
• sponsors can be granted an option on the first refusal basis to royalty¬-bearing licence (exclusive or non-exclusive) to Intellectual Property or be granted rights on the first refusal basis to commercially exploit the research results;
• publications may be temporarily restricted (within clearly defined limits) to protect commercial interests;
• confidential information provided by the sponsor will be protected by Institution to the best of its ability, by which, all Staff members and students involved in the research and development work under the agreement must individually sign Non-Disclosure agreements; and
• Institution overhead and other charges apply.

Examples of such Collaborative Research and Development Agreements include Project Agreements and Research Collaboration Agreements.

2.    Sponsored Research Agreements

In a sponsored research agreement, the sponsor which bears the full costs of the project will have almost the entire discretion over the definition of the project undertaken. The following conditions will apply:

• work to be done defined by the company;
• specific expected results or development defined;
• research results will be owned by the sponsor or offered to the sponsor on a first refusal basis;
• publication may be temporarily restricted (with clearly defined limits) to protect commercial interests;
• confidential information provided by the sponsor will be protected by Institution to the best of its ability, by which, all Staff members and students involved in the research and development work under the agreement must individually sign non-disclosure agreements; and
• Institution overhead and other charges apply.

An example of a Sponsored Research Agreement would be a Clinical Trial Agreement.

3.    Memorandum of Understanding

A Memorandum of Understanding is commonly used in an umbrella arrangement, especially with statutory boards or government agencies, in which joint projects covering a wider discipline are undertaken. The Memorandum of Understanding may be binding or non-binding on Institution. If it is non-binding Institution will enter into a legally binding agreement with the relevant parties to undertake research.

4.    Biological Material Transfer Agreements

The following rules are applicable to transfer of biological materials by Institution:

• Institution will own all materials (including all progeny/derivatives) delivered by Staff members and student(s);
• for research purposes only, there is no implied license granted to any party;
• all inventions made with materials provided by Institution shall be disclosed to Institution with due acknowledgements in any publications that may arise,
• no warranty of suitability for use of the biological materials transferred;
• Institution assumes no liability for the biological materials transferred.

Biological Material Transfer Agreement usually takes the form of a Materials Transfer Agreement.

5.    Confidentiality Agreements

A confidentiality agreement should be entered into when information of a confidential nature is required to be disclosed, for example, in connection with a proposed research project or commercialisation of Intellectual Property.  The terms of the confidentiality agreement should include:

• the confidential information, being the property of Institution, will not be disclosed to third parties;
• the confidential information to be used for evaluation of the commercial or research potential will not be distributed to third parties;
• no license of the confidential information or any Intellectual Property shall be implied;
• Institution assumes no liability as to the completeness and/or accuracy of the confidential information.

Confidentiality Agreements usually take the form of a Non-Disclosure Agreement, sometimes also known as a Confidentiality Disclosure Agreement or Confidential Agreement.