An important aspect of the role of the Contracts Team is to negotiate appropriate terms on behalf of the University, ensuring that everyone’s rights and responsibilities are clear and protecting the interests of all parties. Our negotiations cover several contractual issues regarding price, intellectual property (IP), publication and liability. This includes:
- the research activity to be performed
- the timescale of the research
- the price charged for the research and how it is to be administered
- IP rights
- the right to publish the results of the research
- the limitation of liability for work performed
- the protection of confidential information
- the budget
Q. Why are publication rights important?
Academics should expect to publish all the results of their research without delay or hindrance, as part of the academic mission. Collaborators and sponsors/funders, however, may wish to delay publication for a variety of reasons, typically to allow patenting. Also, the information may be proprietary to the collaborator or sponsor/funder, who may wish to keep it confidential. We negotiate to protect the researchers' right to publish as much as possible, starting from the position that full publication, except for confidential information, is required with minimal review and delay. If the collaborator or sponsor/funder has different requirements, the Principal Investigator (PI) must consider how far these are compatible with responsible publication and the University’s educational mission.
Q. What Intellectual Property (IP) is negotiated?
Researchers should expect to be able to build on the results of their own research in further research. However, commercial collaborators and sponsors/funders may hope to gain the rights to the results of research because they want to license an application that uses them. We negotiate to allow researchers to have full rights to the results of their own research while allowing collaborators and sponsors/funders as much commercial advantage as possible, subject to a reasonable revenue return to the inventor(s) and the University.
Q. What is a liability clause?
The contract usually includes clauses to confirm that:
- the results of research by definition cannot be guaranteed
- individual researchers and the University cannot be held liable for the collaborator’s or sponsor's use of the results of research
- individual researchers and the University are not responsible for any indirect loss arising from the research
- there is a financial cap on the liability for loss
It may be appropriate to negotiate additional limits on the researcher’s or University's liability for specific projects.
Q. Can confidentiality be negotiated?
In some cases, a collaborator or sponsor/funder may wish for all results to be kept confidential forever. This is a considerably greater limitation than preventing publication or withholding rights to the IP, since researchers cannot discuss or refer to the results at all. We negotiate for confidentiality to be limited to the confidential information supplied by either party, and for confidentiality to be protected only for a reasonable duration after the end of the project.
Q. Why is a termination clause included?
We negotiate to ensure that the sponsor/funder cannot withdraw funding without reasonable notice.
There may be other considerations specific to the project or area of research, and we can advise on these.