LEGAL ADVICE
Confidentiality agreement/Non-disclosure agreement
The goal of the agreement is to ensure confidential information exchange. This means that the recipient of information is bound by contract to:
- Use the information only for specific previously agreed purposes (usually in evaluating possible collaboration)
- Disclose confidential information only on a need-to-know basis related to those specific purposes
- Keep information confidential for a certain time (usually 5 years)
Open discussion is key to successful collaboration. To protect the rights of each partner, it is strongly advised to sign a confidentiality agreement before any exchange.
Material transfer agreement
Each time materials such as cell lines, anti-bodies, model systems (plant/animal), databases or other substances are transferred from one institution to another, the use of such materials should be defined by a material transfer agreement (MTA).
Transferred materials should be used only for the purpose they were released for. Furthermore, the materials continue to be property of the party providing them. They should not be handed to third parties without the consent of the providing party. The party providing the materials also provides a contract template to the other party.
License agreements and joint ownership agreements
License agreements authorize third parties or spin-off companies to use know-how or intellectual property rights in return for a compensation fee. In cases when the UB is the owner of intellectual property rights such as patents or copyrights, third parties can be licensed to use them for commercial purposes in return for a compensation. Specific licensing contracts are drafted for each case. CTT UB provides advice and assistance in drafting licensing contracts and establishing their market value.
In cases when CTT UB’s partner isn’t the sole owner of intellectual property (IP) rights, or IP is developed in cooperation with other parties, we suggest drawing up a Joint ownership agreement in order to protect the rights of all the parties involved. For instance, one of the owners can transfer their rights to the other in return for a compensation fee or all the owners can appoint one party to explore the possibilities of commercialization.
Bear in mind that in some cases licensing and IP rights agreements may be part of collaboration or consortium contracts. CTT UB offers assistance in negotiating with other parties and drawing up suitable agreements.
Research collaboration and Contract research
Academic research is for a large part conducted within research consortia involving companies, universities, research institutes and faculties.
In such cases, research expenses are covered only partially by financing mechanisms/funds such as subsidies and research grants, and the parties invest each from their own sources.
This is why it is very important that the ownership and exploitation rights are discussed and formalized in writing right from the start. Working in cooperation with external partners can result in an advancement of knowledge and/or intellectual property rights. CTT UB negotiates on behalf of the institutions and researchers it represents in order to reach a fair agreement regarding the research that is performed and the compensation the researchers are due. Legal counsel might come in handy in this process. If needed, CTT UB will establish contact with the external partners’ legal advisors and guide you through the agreement and its clauses.
