Academic staff should seek guidance from the Research Innovation Office (RIO) before discussing the contents of contracts with representatives of collaborating bodies or sponsors.
Typically, negotiations focus primarily on the following issues:
The research project should have been costed using Worktribe before contract negotiations commence. This will be used to inform the price that is charged to the sponsor. Cost and other factors will determine the final price, such as rights to publish and intellectual property ownership rights.
We aim to receive payment in advance (or to minimise the extent of payment in arrears). Normally payments should be made in pounds sterling.
In line with HMRC regulations, VAT is added our research price for all commercial sponsors’ costs. VAT is sometimes added to our research price for other sponsors dependent on the circumstances. The contract will specify whether VAT is to be added.
In line with the University’s academic objectives and charitable purpose, restrictions on academic publication should be kept to a minimum. A delay in publication may be acceptable to provide time for the sponsor to make a patent application. Some sponsors try to keep all information confidential - we negotiate to protect the investigators’ rights to publish as much as possible.
The ownership of results, the right to exploit results, and the party responsible for the costs of IP registration must be made clear in the contract. Normally, investigators will want to be able to build on the results of their own research in the future and to be able to inform their teaching. However, some sponsors (particularly commercial sponsors) may want to have full rights to the results.
We aim to ensure that the University has full rights to the results unless it chooses to assign them to the sponsor for a reasonable financial return. In an assignment situation, a performance clause may be included to penalise slow exploiters with reassignment back to the University on failure to exploit after a defined period of time.
Confidentiality obligations should be limited to the confidential information supplied by each party. The confidentiality clause will also specify any restrictions relating to the results of the research. It may be necessary for all research staff on the project to sign the contract, evidencing their acceptance of the confidentiality terms.
We aim to avoid any unreasonable demands by sponsors, such as:
We prefer to limit liability to demonstrable negligence.
For a variety of reasons, either party may need to terminate the research project before the expected end date. We try to ensure that the sponsor cannot withdraw funding without reasonable notice, eg at least three months for research staff and one month for technicians. If the sponsor terminates without cause, we would want to ensure that the outstanding commitments that the University has reasonably incurred will be reimbursed by the sponsor.