Termination (Clause 9 in Research Collaboration Agreements 1 - 4, Clause 8 in Research Collaboration Agreement 5)

Breach or Insolvency

Under clause 9.1/8.1 either the University or the Sponsor may terminate the Agreement if the other has not complied with the Agreement or if the other is insolvent.

Loss of Key Personnel

In some projects it may make sense to have a right to terminate if Key Personnel are unavailable and a suitable replacement is not appointed within a specified period (clause 9.2 of the Research Collaboration Agreements (8.2 in Research Collaboration Agreement 5).

Clause 10.3 allows any party to pull out of the Consortium if any of the Key Personnel is unable or unwilling to be involved. The use of this clause should be considered carefully; the withdrawal of a party could jeopardise the Project as a whole and it may be preferable not to allow any party to withdraw without the agreement of the other parties. In practice, if a key academic researcher moves to another institution, it may be possible to novate the Agreement with the new institution.

Provisions Surviving Termination

Some provisions of the Agreement, especially confidentiality, intellectual property rights and limitations of liability should survive the end of the end of the Project or termination of the Agreement. Clause 9.3 of the Research Collaboration Agreements 1-4 and clause 8.3 of Research Collaboration Agreement 5 allow for this.

Note that if on-going payments are to be made, some of the payment terms may also need to survive the end of the Project.

Universities should consider whether the licence in clause 4.5 and the provisions of clause 4.6 of Research Collaboration Agreements 2 and 3 should survive if the Agreement is terminated because the Sponsor has not paid or is insolvent.

Not all Sponsors will agree to pay employment costs after termination and clause 9.5 (8.5 in Research Collaboration Agreement 5) will need to be discussed.