Contract checklist

The following is a list of clauses that are included in most contracts with research sponsors, including comments on their implications. More contentious issues are considered on a separate page.

  • Date 
    This should be entered when the parties sign the contract, but is not necessarily the start date. If the contract has not been dated and signed before the start date, it may be possible to get a letter of guarantee from the sponsor to cover commitments in the meantime (but please seek advice from the RIO).
  • Parties
    This must be the University (including the registered address) and not the department or individual. The authorised signatory for research contracts is normally the Head of Research Grants and Contracts. Individuals (particularly students) may be cited or required to sign in relation to terms governing intellectual property and confidentiality. If students are involved, but the Sponsor does not wish them to be party to the contract, the existence of the contract and its terms should be communicated to the student. Preferably they should also be asked to sign a student undertaking, available from the RIO.
  • Recitals
    These are also known as "Whereas" clauses. Such clauses are not essential but often give useful background information. They are not normally a legally binding part of the contract.
  • Definitions
    Important and recurrent phrases should be tabulated at the beginning of the contract for easy future reference. Definitions should be complete, unambiguous, and used consistently throughout the contract.
  • Consideration
    This is the quid pro quo of cash payment or other terms given in exchange for the research or services provided by the University.
  • The University's contribution
    The contract should include a clear description of the research to be undertaken. Ideally, the research proposal should be included as an annex and specify any deliverable items.
  • Duration
    The start and finish dates must be clearly specified, as should any milestones and arrangements for variations.
  • Reporting
    The nature, frequency and responsibility of reporting should be clearly stated.
  • Personnel
    Principal investigator and his or her department should be identified and arrangements for possible replacement stated.
  • Equipment
    If equipment is to be provided or obtained specifically for the project a statement is needed about its subsequent ownership. Seek advice if acquiring equipment from overseas sponsors as there could be VAT implications
  • Clinical
    The sponsor must indemnify the University on a "no fault" basis against claims brought by third parties arising from the use of drugs etc. provided by the sponsor of a trial. ABPI guidelines should be followed and approval by the relevant Ethics Committee obtained.
  • Law
    Agreements should normally (and preferably) be governed by English (or Scottish or Northern Ireland) law, except EU contracts where the law of the country of the prime contractor usually applies.
  • Jurisdiction
    This is the country specified in which any legal disputes are heard. English (or Scottish or Northern Ireland) jurisdiction is preferred. We would need to ensure that insurance cover is in place for a foreign jurisdiction.
  • Arbitration
    Arbitration clause (if used) should go into some detail, including location, process of selecting arbitrator, applicable rules and binding force of ruling.