Basics / Patents / Contracts / Software / Creation of spin-off companies / Guidelines University of Zurich / Guidelines University of Bern / Downloads /

Contracts

Basics on contracts

Collaborative / Sponsored Research Agreement

Clinical Research Agreement

Dienstleistungsvertrag - Contract Research/Service Agreement

Contract Research/Service Agreement

License Agreement

Material Transfer Agreement (MTA)

Consulting Agreement

Confidential Disclosure Agreement (CDA)

Basics on contracts

Contracts with industrial partners are signed by the head of the involved research group. However, before execution they must be approved by the university administration (Zurich: Vice President for Research / Berne: Director of Administration). Please send all contracts to Unitectra. After checking them we will get the approval of the university administration.

Unitectra supports you when negotiating contracts with industry partners and when examining contract drafts. We recommend that you consult Unitectra early on to prevent that significant changes in a contract are necessary in a late stage of the negotiation process.

Collaborative / Sponsored Research Agreement

Why is a contract needed for co-operation and sponsoring in research?
A contract lays down the rights and duties of the different parties. This is very important when you are collaborating/getting sponsored with industry partners as they generally have a different approach to the subject as the university party.

What needs special attention?
Freedom of research and publication must not be impaired. Publications may be delayed for a short time if patenting of interesting results is required. Rights of an industry partner to veto publication is not to be accepted. Intellectual property originating from the collaboration belongs to the university if the inventor is an university employee. The industry partner generally receives an option to a royalty-bearing license.

Support provided by Unitectra?
Unitectra will draw up a collaborative research agreement for you as well as examine a contract you received from an industry partner. Besides, we support you during negotiations with industry partners and take care that your rights are optimally protected.

Clinical Research Agreement

What needs special attention when concluding a clinical research agreement?
Freedom of publication may not be restricted by the client. The university researchers must have the right to even publish negative results. If through observations by the researcher novel intellectual property is created (not already described in the study protocol) it belongs to the university. Furthermore the client has to indemnify university from all claims by third parties (Sample Clinical Study Agreement).

Support provided by Unitectra
Unitectra will draw up a clinical research agreement for you as well as examine a contract you received from an industry partner. Besides, we will support you during negotiations with industry partners.

Contract Research/Service Agreement

Basics
In contract research the partner (usually a firm) acts as the client and the university partner as the contractor. The university partner executes the instructions as defined by the client and with a clear objective. The commission must be self-contained (e.g. measurements and their evaluation) and not be a continuation of already started research . Contract research is rarely found at the university as it is generally of secondary scientific importance to the university partner. Usually university groups co-operate on the basis of a collaborative/sponsored research agreement.

What needs special attention?
The specific goal and the exact extent of the services rendered by the university partner must be recorded in the arrangement. In contrast to a collaborative research agreement the industry partner must pay the full costs for the services. This includes salaries, overhead costs, margin, etc. The right to publish the results is guaranteed unless it is confidential information disclosed by the industry partner to the university partner.

Who owns results from contract research?
In contrast to collaborative research the rights to economically exploit both the results obtained during contract research and possible inventions belong to the client. The university should have the right to use the results for internal research and teaching purposes.

Support provided by Unitectra
Unitectra will draw up a draft for a contract research agreement for you as well as examine a contract you received from an industry partner. Besides, we will support you during negotiations with industry partners.

License Agreement

When to conclude a licensing agreement?
A licensing agreement gives a third party the right to utilize intellectual property (know-how, patents, copyright) for a fee. The giver of the license (hereafter licensor), however, stays the owner of the intellectual property.

What needs special attention when concluding a licensing agreement?
Licensing is a complex field where many aspects need to be considered and co-ordinated. An exact definition of the license (exclusivity, field of application, geographic area, etc.) is necessary. Particular attention must be paid in the case of an exclusive license to set a framework that obliges the licensee to develop and market the subject of the license. The kind of intellectual property (state of development, etc.), the type of product or service, the field, etc. are examples of subjects that will influence the type and the size of the licensing fee. A licensing agreement is therefore adapted to each case, which requires intense discussions between the licensor and licensee.

Support provided by Unitectra
Unitectra will draw up the licensing agreement for you as well as examine a contract you received from an industry partner. Besides, we will support you during negotiations with industry partners to optimize the deal for you.

Material Transfer Agreement (MTA)

When to conclude a MTA?
Biological material (antibodies, cells etc.) can be of considerable commercial value. Nowadays such material is no longer made unconditionally available to others. MTAs were developed with the aim to promote this interchange of vital importance to the progress of science. MTAs make exchange of biological material possible by regulating the recipient's rights to the material and by defining the exact ownership situation (Sample Material Transfer Agreement).

When must the recipient of material pay special attention when concluding a MTA?
Often the person supplying the material has exaggerated ideas about ownership of research results obtained with the material. Be very cautious to not let an agreement block your further research.

When must the supplier of material pay special attention when concluding a MTA?
Always insist on a MTA if the material you are supplying is important for your further research and/or has a commercial potential.

Support provided by Unitectra
Unitectra will either draw up a MTA for you or examine a contract that needs signing by the recipient of the material.

Consulting Agreement

When to conclude a Consulting Agreement?
Companies are often interested in an exchange of ideas with experts in their field of activity. A consulting agreement deals with the rights and duties of both parties, e.g. the compensation paid to the expert.

What needs special attention?
Consulting is often done as private activity. It is therefore important to follow the regulations of the personnel statutes in order to avoid a conflict of interest between your duties as a university employee on the one hand and a consultant on the other hand (Personnel statutes Univ. of Zurich / Personnel statutes Univ. of Berne) . Consulting should be restricted to the exchange of ideas. If additional (research) work is demanded of the consultant a research agreement between the university and the industry partner has to be set up. Under a privately executed consulting agreement no university infrastructure or personell is to be used.

Support provided by Unitectra
Unitectra can send you an example of a consulting agreement. The scientist, however, bears the whole responsibility as the contract is usually concluded as a private person.

Confidential Disclosure Agreement (CDA)

When to conclude a CDA?
It is absolutely necessary to conclude a CDA before unpublished information (e.g. new research ideas, inventions etc.) are revealed to an external party verbally or in writing. This obliges the partner to observe the secrecy of the obtained information and is indispensable for later patenting.

What needs special attention when signing a CDA?
A CDA influences the freedom of action of the recipient. The field of the confidential information must therefore be outlined as precisely as possible and without revealing too much. Often the exact manner in which the confidential information is handed over has been defined. In some cases oral information must be handed in later in the form of a written protocol.

Support provided by Unitectra
Unitectra will either draw up a CDA for you or examine a draft presented to you by a firm.