Outline

This page is designed to assist you in identifying any major issues early in your discussions

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The Project

1. Who is the Lead Party?
2. What are the start date and the end date of the Project?
3. If work starts before the agreement is signed, is the agreement to have retrospective effect?
4. What resources (human and other) will each party provide? (Is everyone satisfied that there is a complete description of what each party is to do/provide and when? Has this been checked with the researchers?)
5. Who are the people who are key to the Project?

Project Management

1. Who is the Project Manager?
2. Will the Funding Body have a place on the Steering Committee?
3. What is the quorum for meetings of the Steering Committee?
4. Who will chair meetings of the Steering Committee? Will that person have a casting vote?
5. How often is the Steering Committee to meet?
6. How often will each party report to the Project Manager?
7. How often does any funding body want reports on the Project?

Financial Contributions and External Funding

1. What External Funding will the Project receive?
2. How will any External Funding be allocated amongst the parties?
3. How often will claims be made to any Funding Body?
4. What Financial Contribution to the Project will each party make?
5. When will each payment of the Financial Contribution be made?
6. Are there any terms attaching to any External Funding that conflict with what the parties want to do?
7. Are any such terms applicable to all parties or just the Lead Party?

Background

1. What Background will each party provide?
2. Do other companies in the Commercial Parties’ groups need to use the Background? If yes, will they agree to keep it confidential?
3. Is some or all of any party’s Background confidential?
4. May the staff and students of any Academic Party publish any of the Background? (see Academic Publication below)

Results and Exploitation

1. Is there a plan for the exploitation of the Results?
2. Will each party have the right to exploit the Results?
3. Alternatively is one party best placed to exploit the Results?
4. Or which parties are best placed to exploit which Results?
5. Will the party/parties best placed to exploit be granted an exclusive licence or will IP be assigned to them?
6. Will any right to exploit exclusively be limited:
   1. to a specific field?
   2. to a specific territory?
   3. in time?
   4. Have the parties agreed a patenting strategy?

Confidentiality and Academic Publication

1. Is confidential information to be kept confidential indefinitely or for a definite period after the end of the Project? If the latter, what period?
2. Is academic use/publication of
1. Results;
2. Background

permitted in principle, subject to safeguards?

Liability

1. Will any party give any warranty that any IP it contributes or creates will not infringe third party rights?
2. Will any party indemnify the others against any third party claims arising from use of Results/Background?
3. Is there any financial cap on liability? If yes, what is that cap?
4. Is liability for loss of profits, business, contracts etc. to be excluded?

Withdrawal

1. May any party withdraw if any of the key personnel leave/are unable to continue?

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