Research contract: purpose & content
A research contract is often required to define respective expectations, rights, obligations, ethical issues, financial terms, timelines and other formal aspects. Such agreements also help to reduce the risk of costly disputes, to prevent possible problems and conflicts that the parties may have after the agreement has been signed.
When do you need a research contract?
A research contract is required:
- When demanded by the regulations
- For commissioned research
- For cash receipts or payments
- For research collaborations
- For long-term access to premises or participation in an activity by a person who is neither a member of staff nor an enrolled student at KI
- The receipt or provision of material such as data, personal data, samples, animal models, equipment etc.
Types of research contracts
There are many different types of contracts, depending on the nature of the partnership. The name or title of a contract does not always match the content.
Most common contract types at KI:
- Memorandum of Understanding (MOU) or Letters of Intent (LOI)
- Confidential Disclosure Agreement (CDA) or Non-disclosure Agreement (NDA)
- Grant Agreements
- Contract Research or Commissioned Research
- Deed of Donation
- Consultancy Agreement
- Subawards, subcontracts
- Visiting researcher agreement
- Research Collaboration Agreement
- Consortium Agreement
- Agreement for PhD student with external employment
- Material Transfer Agreement (MTA)
- Personal Data Agreements
- Data Transfer Agreement (DTA)
- Data Processing Agreement (DPA)
- Joint Controller Agreement (JCA)
- Non-personal Data Agreements
KI may only enter a contract if:
- It is in line with applicable rules
- It is necessary for the fulfilment of the mission of KI
- The terms and conditions sufficiently clarify the rights and obligations of each party
- The terms and conditions promote responsible management of state resources of public funds
- The parties can be expected to meet their undertakings
- Risks have been analysed and minimised to an appropriate level
- It is done in writing
Content of a research contract
The formulation of a cooperation agreement must always be customised to the prevailing situation. The agreement shall contain guidelines for governing the rights and utilisation (present) and possible further development of the result (future).
- Title for the agreement: specify a clear, descriptive title for the contents of the cooperation
- Parties: clearly state who the parties are and what role they have in the agreement, i.e. party and counterparty. Specify the name, address and, if applicable, organisation number.
- Agreement contents/Objective: this is where you establish how the parties’ undertakings are governed, their background and intentions. The text shall be written so that an external party finds it easy to understand the implications of the agreement. It is also permitted to make reference to any attachments here.
- Rights and obligations: this is where the text specifies the utilisation rights agreed upon by the parties, why it is beneficial to govern who is entitled to make use of the result of the cooperation and how. You may, for example, be entitled to utilise the result in your research and have the right to commercialise the result. This section can also include a specification of whether the agreement shall apply to further development of the result or not.
- Other formal aspects:
- Description of what the agreement involves
- Terms and conditions
- Possible compensation for use of the product by the counterparty
- Possible compensation for work performed
- Non-disclosure agreement
- Possible result that shall be produced
- Conditions for utilisation and sale of the product - this is where any rules and/or guidelines are specified on utilisation and sales of the product, for example disclaimer clauses.
- Termination - the terms on which the agreement can be terminated and, if applicable, the termination period.
- Disputes - how any disputes are to be solved, for example via arbitration.
- Signature - date, signature, page signature, one copy for each party. Write the agreement in bulleted paragraphs instead of consecutive text as this makes it easier to have an overview of contents.
If there are attachments, make clear references to these in the agreement.
Create one original of the agreement for each party. All parties shall sign all originals.
You can also, for example, include the following text in the agreement: “This agreement is issued in x copies, with one copy for each party.”