Outline

This page is designed to assist you in identifying any major issues early in your discussions.

The Project

  • Who is the Lead Party?
  • What are the start date and the end date of the Project?
  • If work starts before the agreement is signed, is the agreement to have retrospective effect?
  • What resources (human and other) will each party provide? (Is everyone satisfied that there is a complete description of what each party is to do/provide and when? Has this been checked with the researchers?)
  • Who are the people who are key to the Project?

Project Management

  • Who is the Project Manager?
  • Will the Funding Body have a place on the Steering Committee?
  • What is the quorum for meetings of the Steering Committee?
  • Who will chair meetings of the Steering Committee? Will that person have a casting vote?
  • How often is the Steering Committee to meet?
  • How often will each party report to the Project Manager?
  • How often does any funding body want reports on the Project?

Financial Contributions and External Funding

  • What External Funding will the Project receive?
  • How will any External Funding be allocated amongst the parties?
  • How often will claims be made to any Funding Body?
  • What Financial Contribution to the Project will each party make?
  • When will each payment of the Financial Contribution be made?
  • Are there any terms attaching to any External Funding that conflict with what the parties want to do?
  • Are any such terms applicable to all parties or just the Lead Party?

Background

  • What Background will each party provide?
  • Do other companies in the Commercial Parties’ groups need to use the Background? If yes, will they agree to keep it confidential?
  • Is some or all of any party’s Background confidential?
  • May the staff and students of any Academic Party publish any of the Background? (see Academic Publication below)

Results and Exploitation

  • Is there a plan for the exploitation of the Results?
  • Will each party have the right to exploit the Results?
  • Alternatively is one party best placed to exploit the Results?
  • Or which parties are best placed to exploit which Results?
  • Will the party/parties best placed to exploit be granted an exclusive licence or will IP be assigned to them?
  • Will any right to exploit exclusively be limited:

    - to a specific field?
    - to a specific territory?
    - in time?
    - Have the parties agreed a patenting strategy?

Confidentiality and Academic Publication

  • Is confidential information to be kept confidential indefinitely or for a definite period after the end of the Project? If the latter, what period?
  • Is academic use/publication of

    - Results;
    - Background

    permitted in principle, subject to safeguards?

Liability

  • Will any party give any warranty that any IP it contributes or creates will not infringe third party rights?
  • Will any party indemnify the others against any third party claims arising from use of Results/Background?
  • Is there any financial cap on liability? If yes, what is that cap?
  • Is liability for loss of profits, business, contracts etc. to be excluded?

Withdrawal

  • May any party withdraw if any of the key personnel leave/are unable to continue?