General (Clause 10 in Research Collaboration Agreements 1 - 4, Clause 9 in Research Collaboration Agreement 5)

Notices

If any party has cause to give a notice under the Agreements, for instance that the Sponsor wants to negotiate (Research Collaboration Agreements 2 and 3), or to terminate, the procedure in clause 10.1/9.1 must be followed.

Assignment of Agreement

If one party bows out of the Project by assigning or transferring the Agreement to a new party (clause 10.3/9.3), the original parties and the new party should consider whether to execute a novation agreement. This would typically release the party that is bowing out of the Project from its undertakings (but preserve its obligations of confidentiality) and give the parties an opportunity to sort out any rights they need to use or exploit the IP of the party leaving the Project.

Entire Agreement

Clause 10.7/9.7 states that the Agreement is the entire agreement between the parties. The parties should think carefully about whether that statement is correct. The effect of this clause is to remove the possibility that undertakings or understandings given or implied in any other document have any effect. That may not be appropriate if, for instance, the parties are relying on what is said in any proposal submitted for external funding. You may also want to include the Funding Terms if they impose conditions that apply to the relationship between the parties.

Disputes

Clause 10.12/9.12 allows for escalation disputes within each organisation to help resolve disputes. That should not preclude any party taking action through the courts, where the matter is serious.

If the parties wish to maintain friendly relations, they might like to consider alternative dispute resolution (ADR) as an alternative to resolving disputes through the courts, but should bear in mind that they will have to pay any mediator. Further information and a brief explanation of what alternative dispute resolution (ADR) means is available. Although the use of ADR is increasingly being encouraged to settle disputes before going to court, it may not be appropriate in all cases.

Signatures

The Research Collaboration Agreements should be prepared in duplicate and both the University and the Sponsor should sign both copies. The signed copies should be kept safely. If there is a dispute it may need to be produced in court.

The Principal Investigator and the Sponsor's Supervisor are asked to acknowledge the terms of the Research Collaboration Agreements as a check that the researchers are aware of its terms and that those terms reflect what they think they are doing. They are not parties to the Agreement and are not liable to the other party is there is a breach of the Agreement.