Universities are increasingly working with industry partners to secure placement opportunities for their students. While these placements can be beneficial for the industry partner, student and the university, it is important to have a clear research agreement before the placement begins and undertaking any research. This article outlines the key clauses to include in a research agreement if you are working with a university to offer placement opportunities to their students.
Who Are the Parties?
Consider who is going to be signing the research agreement. This may be the university only, or the student as well. If the student is not a party to the agreement, consider if you want the university to enter a separate agreement with the student to place certain obligations about their conduct during the course of the placement. For instance, you will likely want the student to keep your information confidential and to assign any intellectual property rights in the project results to you.
If the university does not enter into a separate agreement with the student, consider including a clause in the research agreement which makes the university liable for the student’s actions.
Intellectual Property
Your research agreement should include an intellectual property (IP) clause which establishes ownership of IP between the parties.
Key questions here will be:
Who Owns Existing IP?
An example of existing IP might be data owned by each party before the placement commences.
Who Owns Improvements to Existing IP?
An example of an improvement to existing IP during the placement might be where your data is collected and analysed by the university student.
Who Owns Project IP Created During the Placement?
An example of Project IP created during the placement might be where a new finding is made during the placement and methodology is created for your industry.
You (as the industry partner) will likely want to own all project IP and improvements to existing IP. However, this may vary depending on what the research project is and what the university is contributing to the relationship (for example, money or data).
Regardless of the final IP arrangement, ensure all parties understand it and the research agreement reflects it.
Continue reading this article below the formLicence
If you own IP rights in the improvements and Project IP, consider the licence you will grant the university to use such IP.
For example, you may grant the University a limited licence to use the research for educational purposes. Alternatively, the arrangement may be such that you will grant the university a broader licence to commercialise the IP. Whatever the licensing arrangement is, ensure that it accurately reflects the commercial understanding between the parties. Furthermore, make sure the research agreement correctly records this arrangement.
Publication Rights
Overall, if a student is undertaking their placement with you as part of their coursework requirements, the student will likely need to submit an assignment, or even publish a public thesis which may include information about their placement with you, the research and the findings.
If this is the case, consider whether you are comfortable with the research and other information the student will publish. Accordingly, you can require that the publication be subject to your prior review and approval. This way, you can control what they publish and limit the disclosure of confidential information to third parties. Usually, a student would retain ownership of the intellectual property rights of the actual research paper they prepare.
Responsibilities
To avoid any misunderstandings or disputes, your research agreement should set out the responsibilities of each party.
For example:
- who will provide the student with instructions on their day-to-day tasks;
- who is responsible for ensuring the student meets deadlines;
- who the student will report to;
- whether the parties need to hold certain insurances;
- whether parties must attend regular meetings; and
- whether the university must find a replacement if the student drops out of the program.
You should also consider outlining the termination rights. Consider whether the university may terminate the agreement at any time or whether the agreement is subject to a minimum term.
Publicity
Consider whether you want the right to publicise your relationship with the university (for example, on your website) and if you agree to the university publicising their relationship with you. Your research agreement can include such a right and can be conditional upon receiving prior written approval from the respective party before using their name, logo or marks.
Key Takeaways
If you want to engage a university student to conduct research for your organisation, you should have a clear research agreement. Ensure that you consider issues such as intellectual property rights, licences, and responsibilities.
If you need assistance with your research agreement, our experienced contract lawyers can assist as part of our LegalVision membership. For a low monthly fee, you will have unlimited access to lawyers to answer your questions and draft and review your documents. Call us today on 1300 544 755 or visit our membership page.
Frequently Asked Questions
A research agreement refers to the contract between a research partner and the student undertaking the placement. This agreement will contain terms regarding the rights and responsibilities of parties, intellectual property ownership and any licences.
Responsibilities should specify who will be responsible for each task regarding the student. This may include who the student reports to and who will monitor their progress. It will also detail any insurance requirements and responsibilities of the university.
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