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University Research Agreement


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Introduction
Description
Use
Table of Contents

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Introduction

In industrialized countries, more and more research is performed in academic environments. The reasons that contribute to the growth of this activity within universities can be explained by simple convergence of interest.

On the academic side, there is a willingness and ability to be active in this area because of the prestige that this activity can bring to an university and because of the numerous human and material resources available on the various university campuses. However, these two elements are not sufficient to help science progress if the university does not have the financial means to cover the cost of the work leading to the production of results, hence the importance of forging links with private sector for this purpose.

On the private sector’s side, few businesses have the ability to perform research and development activities. Although businesses are highly interested in engaging in such activities, the costs and time associated with such are often prohibitive, hence the interest in an alliance with the academic sector, which has, because of its academic mission , the necessary means to support such infrastructure and constraints.

The relationship formed between universities and the private sector generally takes the form of a university research agreement pursuant to which the university undertakes toward the business which finances the work to pursue a research project or convert it into more applied research and to share the fruit of this work according to a sharing formula which suits both parties.

The following document provides the legal, financial and commercial framework governing the relationship between an university and a business.

Description

The University Research Agreement is the legal instrument by which a university involved in a research and development project, establishes a relationship with a private firm in order to finance part of the work to be done, by accepting to later assign to the latter the rights to the exploitation of the results of the project for which the company is providing financial support.

Use

We recommend the use of this document when a university research project with strong commercial potential requires external funding to perform the related works. It is a funding agreement disguised as a service agreement and bearing similarities to a license. Since universities often do not have sufficient funds to cover the costs of such research, many promising projects resulting from the work of professors or students are put on hold due to lack of adequate funding to validate the commercial potential of their research.

University researchers, who want to help scientific progress but have exhausted other funding sources must often seek funding from a private business. This funding will not be granted unless there is a visible benefit for the private firm, who will only agree to supply such financial support if there is a clear expectative of future profit resulting from such research. The difference between this agreement and the R&D Service Agreement (document H01.500 of the Business Precedents) is that the service provider in this case is an university instead of a private research center.

Table of Contents

0.00 INTERPRETATION
0.01 Definitions
0.01.01 Activities
0.01.02 Advisory Committee
0.01.03 Agreement
0.01.04 Assignee
0.01.05 Breach
0.01.06 Change in Control
0.01.07 Confidential Information
0.01.08 Encumber or Encumbrance
0.01.09 Equipment
0.01.10 Event of Default
0.01.11 Force Majeure
0.01.12 Fundamental Provisions
0.01.13 Intellectual Property
0.01.14 Lead Researcher
0.01.15 Legal Representatives
0.01.16 PARTY
0.01.17 Person
0.01.18 Prime Rate
0.01.19 Project
0.01.20 Related Person
0.01.21 Report
0.01.22 Schedule
0.01.23 Subsidiary
0.01.24 Work
0.02 Precedence
0.03 Jurisdiction
0.03.01 Governing Law
0.03.02 Non-compliance
0.04 Miscellaneous
0.04.01 Cumulative Rights
0.04.02 Time and Dates
0.04.03 Financial References
0.04.04 References within Agreement
0.04.05 Gender and Number
0.04.06 Headings
0.04.07 Presumptions
0.04.08 Knowledge
0.04.09 Approval
0.04.10 GAAP
1.00 PURPOSE
1.01 Performance
1.02 Conditions
1.02.01 Required by UNIVERSITY
1.02.02 Required by CLIENT
1.02.03 Choice
2.00 CONSIDERATION
3.00 TERMS OF PAYMENT
3.01 Instalments
3.01.01 Initial Instalment
3.01.02 Periodic Instalment
3.02 Suspension of the Rights
3.03 Interest
4.00 SECURITY
4.01 In favour of UNIVERSITY
4.02 In favour of CLIENT
4.03 Letter of Credit
5.00 MUTUAL REPRESENTATIONS AND WARRANTIES
5.01 Status
5.02 Authority
5.03 Binding Agreement
5.04 Canadian Resident
5.05 Commission
5.06 Insurance
5.07 Nominee
5.08 Fundamental Provisions
5.09 Disclosure
6.00 REPRESENTATIONS AND WARRANTIES OF THE UNIVERSITY
6.01 Status
6.02 Authority
6.03 Binding Agreement
6.04 Insurance
6.05 Nominee
6.06 Fundamental Provisions
6.07 Disclosure
6.08 Conflict of Interest
6.09 Deontology
6.10 Licence
6.11 Resources
7.00 REPRESENTATIONS AND WARRANTIES OF THE CLIENT
7.01 Status
7.02 Authority
7.03 Binding Agreement
7.04 Insurance
7.05 Nominee
7.06 Fundamental Provisions
7.07 Disclosure
8.00 MUTUAL DUTIES AND OBLIGATIONS
8.01 Confidential Information
8.01.01 Undertaking
8.01.02 End of Agreement
8.02 Insurance
8.02.01 Insured Risks
8.02.02 Amount of Coverage
8.02.03 Issuer
8.02.04 Co-insured
8.02.05 No Limitation
8.03 Indemnification
8.03.01 “Loss”
8.03.02 Scope
8.03.03 Procedure
8.03.04 Deductible
8.03.05 Limitation on Claims
8.04 Disclosure of Agreement
9.00 DUTIES AND OBLIGATIONS OF THE UNIVERSITY
9.01 Performance of the Project
9.01.01 Compliance
9.01.02 Compliance with Laws
9.01.03 Grant of Resources
9.01.04 Personal Performance
9.02 Schedule
9.03 Work Progress Reports
9.04 Liability
9.05 Patents
9.05.01 Rights of UNIVERSITY
9.05.02 Rights of CLIENT
9.06 Licence
9.06.01 Grant
9.06.02 Duration
9.06.03 Retained Rights
9.06.04 Royalties
9.06.05 Commercial Exploitation Licences
9.06.06 Research and Development
9.07 Publicity
9.08 Disclosure of Results
9.08.01 Purpose of UNIVERSITY
9.08.02 Authorization
9.09 Conflict of Interest
9.10 Assignee
10.00 DUTIES AND OBLIGATIONS OF THE CLIENT
10.01 Cooperation
10.02 Sub-licence
10.03 Liability regarding the Results
10.04 Civil Liability
10.05 Conflict of Interest
10.06 Publicity
10.07 Assignee
11.00 SPECIAL PROVISIONS
11.01 Assignment
11.01.01 Prohibition
11.01.02 Effect of Breach
11.01.03 Exception
11.02 Force Majeure
11.02.01 No Default
11.02.02 Duty
11.02.03 Rights of Other PARTY
11.03 Relationship
11.03.01 Independent Contractors
11.03.02 No Control over Performance
11.03.03 No Authority to Bind
11.04 Further Assurances
11.05 Other Remedies
11.05.01 Choices
11.05.02 No Limitations
11.06 Prescription
11.07 Intellectual Property
11.08 Advisory Committee
11.08.01 Meetings
11.08.02 Decisions
11.08.03 Replacement
11.09 Fiscal Deductions
11.10 Ownership of the Result
12.00 GENERAL PROVISIONS
12.01 Notice
12.02 Dispute Resolution
12.02.01 Good Faith Negotiations
12.02.02 Mediation
12.02.03 Arbitration
12.03 Election
12.04 Counterparts
12.05 Amendment
12.06 Waiver of Rights
12.07 Electronic Transmission
12.08 Language
13.00 TERMINATION
13.01 Mutual Consent
13.02 Unilateral Termination
13.03 Without Notice
13.04 Prior Notice
14.00 EFFECTIVE DATE
14.01 Retroactivity
14.02 Execution
14.03 Deferral
15.00 DURATION
15.01 Probationary or Trial Period
15.02 Initial Term
15.03 Renewal
15.03.01 First Renewal
15.03.02 Subsequent Renewals
15.04 Survival
15.05 Non Renewal
16.00 SCOPE

SCHEDULE A – EXCERPT FROM A RESOLUTION OF THE CLIENT
SCHEDULE 0.01.19 – PROJECT DESCRIPTION
SCHEDULE 0.01.22 - SCHEDULE
SCHEDULE 0.01.24 - WORK
SCHEDULE 4.03 – LETTER OF CREDIT
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Civil Law Version
Updated 14-02-2009
Québec
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