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Research

Checklist for agreements

This checklist contains points that must, should or may be included in a cooperation agreement. The points may be used in agreements relating to different kinds of research projects, but all of them may not be as relevant for all agreements. The points provide suggestions of frequently used formulations, but the project manager should always consider whether the formulation covers the conditions that are to be regulated.

As a project manager, you should already have an idea of what the agreement should contain before reviewing this checklist. The checklist will help you to assess the points relevant to your particular agreement.

  1. The following points must be included
  2. The following points should be included
  3. The following point may be included

More about each point

Below the points have been listed in the order that follows the most common agreement layout.

  1. Cooperation parties/ agreement parties/ contact persons
  2. Term of agreement/ project period/ timeframes/ progress plan
  3. Purpose/background
  4. Definitions
  5. The project
  6. The parties' obligations
  7. Information flow throughout the project/reporting
  8. Finance
  9. Payment conditions
  10. Rights
  11. Duty of confidentiality
  12. Publishing
  13. Patenting
  14. Comersialisation
  15. Other/other conditions
  16. Needs for changes in the project period
  17. Delays
  18. Breach of contract
  19. Agreement termination/renegotiation/termination
  20. Choice of law
  21. Dispute
  22. Appendix

The following point must be included:

  • Cooperation parties/ agreement parties
  • Term of agreement….
  • Purpose/background
  • The project
  • The parties' obligations
  • Finance
  • Payment conditions (if applicable to the project)
  • Rights
  • Publishing (if applicable to the project)
  • Breach of contract
  • Agreement termination…
  • Dispute

  The following point should be included

  • Information flow throughout the project/reporting
  • Duty of confidentiality (if applicable to the project)
  • Patenting (if applicable to the project)
  • Comercialisation (if applicable to the project)
  • Delays

  The following points may be included

  • Definitions
  • Other/other conditions
  • Needs for changes in the project period
  • Choice of law

Cooperation parties / agreement parties / (contact persons)

  • Institution, department
  • (Who is the project manager(s))

Term of agreement/project period/timeframes/progress plan

The term of agreement may include the entire project or just a phase. If the term of agreement covers only one phase of the project, the entire project period will be given in view of the new agreement taking action at the next phase of the project.

Purpose/background

The objective of the cooperation.

Definitions (e.g.)

Which of the definitions below should be included depends on the type of agreement and the size of the project.

  • Results of the project. The results may include, but are not limited to, information, raw data, process data, materials (including sample material), analyses, methods, strategies, technical solutions, product composition, specifications, inventions, ideas and design, know-how and intellectual property rights that are developed, discovered or otherwise arise in connection with the execution of the cooperation.
  • Project background (background knowledge): Documented material contributions, intellectual property rights or know-how that a participant brings into the project. This may include information about the participant's activities, staff, organisation, organisational plans, strategies, technical solutions, product composition, specifications, know-how, process data, research projects, patent applications, ideas, design and other business matters.
  • Project description: The project description must explain the topic, issues and choice of theory and method. The description must indicate the progress plan for the various parts of the research work.
  • Intellectual property rights: Intellectual property rights is a generic term for the area of law relating to the legal protection of intellectual presentations and characteristics of persons, goods and services. These are rights to "non-physical objects" created thanks to human knowledge and creativity - referred to as IPR and apply to all copyrights, trademarks, designs, drawings, specifications, prototypes, know-how and the like.

The project:

Project title and a brief description of the project. The project description should always be included as an appendix to the contract.

The parties' obligations

When different parties are responsible for different tasks, responsibility distribution must be clear.

Example: HiOA must:

  • carry out the project according to the tasks and obligations stated in the project description (appendix 1). Should unforeseen obstacles occur in the form of absence due to illness and the like, HiOA has nevertheless, unless otherwise agreed, a delivery responsibility according to the project description in terms of finance, personnel, etc.
  • provide the main supervisor and co-supervisor for the project
  • establish secure storage and control of the data provided by xx pursuant to the data processing agreement and the instructions from the privacy ombudsmann  NSD / the privacy ombudsman at Xx
  • provide premises
  • commit financially in the form of ......

The external partner must:

  • recruit patients/participants to the project. Conduct the investigation and control intervention according to the project description.
  • establish a data processor agreement between themselves and HiOA, so that HiOA is given access to data material according to the purpose of the study and the consent of the privacy ombudsman.
  • provide necessary information, follow-up and dialogue with HiOA along the way.
  • provide the contact adviser.
  • carry out the project according to the tasks and obligations stated in the project description (appendix 1). Should unforeseen obstacles occur in the form of absence due to illness and the like, HiOA has nevertheless, unless otherwise agreed, a delivery responsibility according to the project description in terms of finance, personnel, etc.
  • commit financially in the form of ... ..

Information flow throughout the project / reporting

Participating parties in the project have mutual information obligations about progress, results, processing, presentation and interpretation, among others. Specific times for information exchange can be agreed upon, such as monthly, quarterly, semi-annually, annually or whenever needed. Information exchange may take the form of meetings and/or written reports/presentations. The content of the meeting and/or report/presentation may also be specified in the agreement.

Finance

Here the funding source(s) and sums must be stated.

A budget should always be attached to the contract. HiOA has designed different budget templates and guidelines for different types of funding. Contact the finance assistant at your faculty for more information.

It is important to clarify whether the project is about grant or contract financed. See Legislation for grant and contract financing (.pdf) (in Norwegian only)

Payment conditions

Here information about invoicing must be provided (how often, e.g. quarterly, and amount per invoice).

The invoice address and contact person for the invoice should also appear under this point. If there are specific requirements that must be met before payment can be made, this must be stated in the agreement. An example is the requirement for reporting within a given deadline.

Rights

The relationship between the project background and the ownership of project results will be an important topic during the contract negotiations and must be regulated in the agreement.

  • Rights to the project background

Project background relates to the rights, duties and responsibilities of the parties, including the ownership of what each party brings into the partnership. In some cases this should be specified, either in the agreement itself or in a separate appendix.

Text suggestion: "All information, know-how, documentation and other knowledge or information (project background) that one of the parties brings into the partnership shall remain the property of the respective party."

A project background can also be works according to the copyright law (e.g. a source code). The work may have one or more authors. Where there are two or more authors of a work, without it being possible to distinguish the individual performances as separate works, these acquire a joint copyright to the work and the work is called a "joint work". If each of the parties in a cooperation agreement is considered to be the originator of a work that will be used as a project background, this project is common property.

  • Rights to project results

Project results relate to the rights, duties and responsibilities of the parties, including the ownership of the work results produced in the research project. Who is entitled to utilise the project results and for what purpose should also be covered by the agreement.

Property rights

The project results must either belong to one of the parties in the contractual relationship or be common property. The ownership may differ between parties, depending on how much the parties invest in the project or whether the project is NFR/EU financed (in this case NFR’s and EU’s standard contracts must to be used) or financed by another public body. A general principle is that the property rights should be proportionate to how the research is financed and the results are created. When HiOA's contribution is funded by NFR, EU or other public bodies, HiOA is obliged to secure the ownership of the research results so that these can benefit the society as a whole.

If an employee has contributed in creating the results that HiOA and/or the external party should have the property rights to and the employment contract/any previously signed supplementary agreements do not regulate the transfer of rights, the employee should sign a separate agreement/declaration of transfer of rights in the following cases:

  • The research project is NFR/EU financed or financed by another public body
  • HiOA concludes a cooperation agreement with an external party

The university college has the right to acquire ownership if it has provided assistance in the implementation of the research project or in connection with the commercial exploitation of work results that employees have produced. If transfer of rights is relevant, a separate agreement should be stipulated between HiOA and the employee about this.

Agreements/transfer declarations are particularly important for research projects in which HiOA concludes cooperation agreements and transfers ownership and rights to exploit project results to one or more external contract partners. HiOA may become liable for compensation if the rights between employees/students/third parties and HiOA have not been clarified.

Unless the following has already been covered in a work agreement, HiOA must include this in a general agreement/supplementary agreement or in a transfer declaration for each research project:

  • HiOA has the right to acquire property rights of the employee's contribution (this applies to research projects that are NFR/EU financed or financed by another public body and/or if HiOA has entered into a cooperation agreement with an external party on the condition that HiOA has the property rights to the project results).

In a general agreement/additional agreement, the following point may be included:

  • HiOA has the right to acquire property rights after further assessment (HiOA has provided assistance in the implementation of the research project or in connection with the commercial exploitation of work results that the employee has produced.)

The employee then transfers the financial rights to his/her own contribution in the research project to HiOA.

Transfer declaration for employees (under preparation).

There must be a separate agreement between the student and HiOA, possibly between the student, HiOA and an external company/institution for transferring the student's financial rights to his /her own contribution in the research project. This can also be done in the form of a transfer declaration.

Transfer declaration for students (.docx) (in Norwegian only)

Moral rights

According to the copyright law, the author retains the moral rights to what is created, i.e. the right to be named and respected (the subject of copyright should not be destroyed or dishonoured).

Text suggestion: "According to the copyright law, NN retains the moral rights to ... .. (the project results), i.e. the right to be named and respected (the subject of copyright must not be destroyed or dishonoured)".

Usufruct

In cases where the project is not NFR/EU financed or financed by another public body, HiOA may disclaim all property rights, except the right to exploit the project results for teaching and research purposes.

Text suggestion: "HiOA receives a free of charge usufruct to .... and may use this/these for educational and research purposes with the constraints that may arise from any other agreements/postponement of publication agreements." Additional agreements/postponement of publication agreements may be relevant if the parties/one of the parties wish(es) to postpone publication.

Text suggestion: "The other party/parties receive(s) a free of charge right to exploit the project results for the purposes considered appropriate for their business" or "The other party/parties receive(s) a free of charge right to exploit the project results for the purposes considered appropriate for their business, given that the utilisation falls within the company's area of activity, cf. Section 4 of the Act Respecting the Right to Employees’ Inventions.

Text suggestion: "Each party may utilise the knowledge (know-how) gained in connection with the work to the extent that it does not conflict with the provisions of the agreement or with moral rights according to the copyright law. All use must take place within the framework of good research practice. "

Duty of confidentiality

Some research projects process information that is considered confidential. In this case it is necessary to include a point about this in the agreement.

Text suggestion that may be sufficient for smaller research project agreements 

"All parties are required to keep silent about confidential information that a party receives from another or otherwise acquires knowledge to. This includes, but is not limited to, personal information, technical information, commercial information, data, drawings, patents, formulas, know-how, etc. that is either labelled with confidential information or that the party should understand is to be considered confidential considering the circumstances.

Confidential information must not be disclosed to others or published without the prior written consent of the other parties or any rights holder. '

Text suggestion for lager research project agreements

"Each party has full duty of confidentiality regarding any information and material that the party receives from the other party, including project background. Neither party shall disseminate or otherwise make information subject to confidentiality available to any third party nor shall it use such information for any purpose other than fulfilling its obligations according to the project agreement, unless the information may be published on the basis of the project agreement point… (point about publishing).

The duty of confidentiality is time-limited and applies regardless of whether the information has been received in writing, orally, electronically, in paper format or otherwise.

Each party may provide information about the project and the results in internal meetings, provided that they inform about the confidential nature of the information and underline that it cannot be communicated to others, neither directly nor indirectly. All presentations and any other written documents (including electronic data) distributed in internal meetings shall be marked as confidential and preferably collected after the internal meeting has been completed for shredding.

Exception:

The following should not be considered as confidential information:

  • Information that is publicly available, provided that the disclosure is not due to illlegitimate circumstances.
  • Information that has become known to the receiving party by an independent third party who had an indisputable right to convey this information.
  • Information that the receiving party can document has been developed independently of the information received from the giving party.
  • Information for which the receiving party has received a prior written consent of disclosure from the giving party. "

In addition, it may be necessary to regulate how to process classified documents in the research project."

Declaration of confidentiality

The project manager must ensure that all project members who deal with confidential information, and therefore have a duty of confidentiality, have signed a declaration about this. Both employees (cf. section 13 e) and students (cf. sections 4-6) must sign such a declaration. The project manager is obliged to check that this is done for every project. The individual responsibility should be made clear to the individual project member. See information and templates regarding confidentiality.

Publishing

It is important that the agreement regulates naming, author order, publishing channel and time of publication.

Text suggestion for naming: "Under the provisions of the Copyright Act and in accordance with good practice, the participants having contributed to result must be stated. The cooperation between the contracting parties must be emphasised upon publication in media/lectures».

Text suggestion for naming: "Under the provisions of the Copyright Act, NN retains the moral rights to his/her own contribution, i.e. the right to be named and respected  (the subject of the copyright must not be destroyed or dishonoured) ".

Text suggestion if you wish to say something about the author order: "The project contributors are included in accordance with the Vancouver rules for authorship."

As conditions may change throughout the research project we discourage you from including a list of the author order in the contract. However, it may be relevant to mention who is responsible for drawing up a draft for the planned publications; including author order, when the preparation is to be done and with whom.

Here you should include: "The draft should constitute a starting point for future publications, but should not exceed the Vancouver rules for authorship."

It may be relevant to mention that each publication must be jointly approved before being sent for publication. In addition, you can include: "... however so that NN’s approval is necessary only if results relating to products supplied by this party are included in the publication."

Text suggestion for when there is a need to mention through which channels the publication is to be conducted: "NN has the right to enter into an agreement with HiOA about publishing in HiOA's institutional online archive. NN also has the right to publish articles and the like in popularised forms in any public publication”.

Text suggestion if there is a need to postpone the publication for a period of time: "In special cases, the disclosure of scientific results, in accordance with paragraph(s) .... above, may be postponed for a period. In this case, a separate agreement / postponement agreement must be drawn up between HiOA and NN."

Patenting

In cases where the project result is patentable, the following wording should be included in the contract: "From the date the parties receive notification about a scientific result, each party is given a period of 3 - three - months to assess patentability and to apply for a patent on ...... (name of the project result) as a whole or only for part of it - including finding a trademark, pattern and the like."

The agreement should regulate who has the right to decide whether the results should be patented and at what time this should be done. Text suggestion: "Each of the parties must agree on any decision to apply for a patent. This also applies to applying for trademark, pattern and the like, and at what time this should be done."

For more information on patenting, see HiOA's IPR policy, available on the website.

Commercialisation

In cases where the project result is considered to be commercially viable, the following wording should be included in the contract: "HiOA is not required to make use of ............ (name of the project result) or any possible scientific results".

If .... and/or any scientific results are to be commercialised, a separate agreement must be drawn up between all parties. "

For more information on commercialisation, see HiOA's IPR policy for employees and Exploitation of research results and ideas

Extra / further conditions

Conditions not covered by the other points in the agreement. Where in the agreement to include additional points depends on what the point is about.

Here are some examples:

  • It may be appropriate to say something about safe storage and control of the data provided by one of the parties, as well as to refer to a data processing agreement and any privacy ombudsmann.
  • It may be appropriate to include a point stating that HiOA presupposes that all necessary approvals for the processing of personal data are in place before the data is submitted to HiOA.
  • The management of equipment purchased for use in the project / who should keep the equipment after project completion.
  • Location - where will the research take place/who provides facilities.
  • Number of tutorial hours when using a supervisor.

Need for changes in the project period

In major research projects, when drawing up the contract, one should be aware that there may be necessary to adjust the project period (in terms of academic questions, parties and funding). It is therefore advisable to include a point about this in the contract in order to offer a solution to these situations.

Delays

Text suggestion: "Each party is obliged to notify the other party in writing in case of delay in the execution of the tasks for which the party is responsible. The notification must specify the cause of the delay and when the task can be performed/the project can be completed. "

Breach of contract

Text suggestion: "If one party significantly violates its obligations, the other is entitled to terminate the contract, provided that the question has not been settled by written notice within a reasonable period".

"The general rules of law on breach of contract apply".

Agreement termination/renegotiation/termination

Points that may be relevant to mention in a contract is:

  • Date of agreement termination
  • What happens if the given prerequisites expire
  • Reason for agreement renegotiation
  • The parties' possibilities to terminate the agreement before the expiry of the term of the agreement

Choice of law

Text suggestion: "The rights and obligations of the parties according to this agreement are fully determined by Norwegian law."

Disputes

Text suggestion: "Any disagreement arising from this agreement shall be solved through negotiation. If this is not successful, the parties agree to settle the dispute by arbitration pursuant to Norwegian law. The dispute is settled by the Oslo District Court. "

Appendices

The appendices included in the agreement vary according to the size of the project. The following appendices may be relevant:

  • Project background for each of the parties
  • Project description
  • Budget
  • Transfer and confidentiality declarations of the project participants (both employees and students)