Spring Symposium Contracts and Tenders Matthew Just, IP and Legal Manager Research and Enterprise Directorate 16 April 2018
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Spring Symposium Contracts and Tenders
Matthew Just, IP and Legal Manager Research and Enterprise Directorate 16 April 2018
Outline
Why do we need contracts?
Whose draft/template should we use?
Key negotiated elements of a contract
Tenders
University Contract Processes
Outcomes of the Rapid Improvement Event
Signing Authority for Contracts
IPL Team
Why do we need written contracts?
Clarity over who is going to do what
Who is paying, when, and how much
Reward apportionment: Deliverables, IP, Publication rights
Risk apportionment in case things go wrong
– Termination procedures
– Limitation of potential liability
Alternative? Oral contract or exchange of emails
Which Party offers the first draft?
Commissioner of Research
Commissioner of bespoke services
Provider of routine services
Lead institution in a collaboration or consortium
Discloser of information (CDA)
Transferor of materials
York can always provide the first draft
Key Negotiated Clauses
Intellectual Property Rights
Publication Rights
Liability
Governing Law and Jurisdiction
Studentship Issues
Data Protection Issues
Intellectual Property Rights
Includes patentable inventions, copyright, confidential information, database rights
Background IP (pre-existing, outside of project)
Foreground IP (project results)
Issues over ownership and post-project access
Publication Rights
Right to publish results
Delay to protect registrable IP
Review of proposed publication to remove confidential information
Acknowledgements of funder and others
Liability Clauses
Consequential/Indirect loss exclusion
Liability cap
– Amount actually received
– Party’s share of grant
– Total project value
– Multiple of the contract price
– Multi-millions / Unlimited
Indemnity
– Broadens liability beyond normal contract principles
– May be acceptable if limited to our insurance cover
Governing Law and Jurisdiction
Whose law is used to interpret the agreement?
– England
– Belgium
How and where do we resolve disputes?
– Courts of England
– CEDR Mediation
– Arbitration
Studentships
Relationship to University regulations and policies on post graduate students
Thesis clause – Submit thesis for a degree
– External examiner confidentiality
– Deposit in library and electronic repository
– Embargo periods
Termination of contract during degree
Data Protection
Transfer and processing of personal data
General Data Protection Regulations (GDPR) – From 25 May 2018
Common situations: – Collection of personal data in research
– Studentships
– Staff secondments
Tenders
Tight time constraints
Often lengthy terms and conditions
Service requirements may not fit well with research expectations
Limited opportunity for negotiation
May be agreeing to contract when submitting bid
Common problem areas: indemnity, insurance requirements, security certification, disaster recover planning
Contract Processes
Research Contracts
Studentships
Consultancy/Services/Equipment Access
Student Exchange
NDAs/MTAs
MOUs
Rapid Improvement Event Outcomes
Communication – including research facilitators and PIs in emails to counterparties
Visibility – development of Google Sheets contract trackers maintained by RGC for each Departmental Research Facilitator
Systems – Scoping of a Contracts Management System e.g. Worktribe contracts module
Signing Authority
R-Coded Research: Kirsty Dillingham (Operations Manager, RGC) (<£1m); Rod Peet (Deputy Director of Finance) or Director of R&E (>£1m)
Studentships: Jen Wotherspoon (Deputy Director of Student Services) or Val Cotter (Director of Student Services) (through RSAT)
Other Research-related agreements: Director of R&E
NDAs, MTAs, Research MOUs: IP and Legal Manager
Student Exchange: HoD (with CGP notification)
Non-Research: Registrar (<£500k); Finance Director (>£500K)
The individual academic doesn’t have signing authority
IP and Legal Team
Contact Us
https://www.york.ac.uk/staff/research/about-re/who-to-contact-in-the-ip-and-legal-team/
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