Contract Agreements

Here are some points to note for companies on contract agreements with universities.

• A contract is based on consent.
• Parties have to express their consent, which is normally done by way of an offer to do something, and an acceptance of that offer.
• Therefore all that is required for a legally binding contract to exist is a clear offer and a clear acceptance.
• From both a business and legal perspective certainty (that the contract actually exists) and clarity (of the terms of that contract) are critical.
• When working with the academic sector, the relevant contract will be the agreement between the commercial organisation and a university.
• The subject matter of the contract maybe an agreement that the university will undertake, for example, research, consultancy or service work (e.g. laboratory analyses of the company's material).
• In addition to stating what the subject of the contract is, the contract will cover the agreed conditions on which the work is to be performed.
• Normal matters to be resolved are, for example, financial arrangements, agreed timetables, confidentiality, and ownership / rights to intellectual property (IP).
• IP is normally split between ‘background IP’ (i.e. the IP that each party owned before the work started) and ‘foreground IP’ (i.e. the IP generated as a result of undertaking the work).
• Ownership of, and rights to use, background IP are normally unaffected by the contract.
• Ownership of, and rights to use the foreground IP are, however, matters for negotiation between the company and the university and should be agreed before commencing the agreed work plan.

If you want to know more or have a specific query or requirement regarding contact agreements, please contact us on 0131 651 4791 or complete our feedback form.

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