Collaboration agreements
Once exchanges give rise to a need to collaborate, an agreement must be put in place that will define the terms and nature of the collaboration. Depending on the context and the work to be done, again without being exhaustive, the three most common contractual frameworks are:
Consortium agreement
The consortium agreement is signed between partners who decide to put together human and/or financial resources as well as tangible and intangible assets in order to conduct a research project together and to share, where appropriate, ownership of the results. In the case of the University of Namur, the consortium agreement is almost always accompanied by a grant from a public funding agency (FNRS, RW, H2020 etc.). The terms of these agreements are thus dictated by the rules of the call concerned. The legal unit can provide different models adapted to the different calls.
The scientific service contract
A partner entrusts the University with analysis, trials, tests using the existing know-how and specialized equipment of the University. The contract can be likened to a "Customer/Supplier" relationship with precise specifications attached to the contract.
Consequences:
1. The provision of services does not involve any inventive activity on the part of the University.
2. The partner pays the full cost of the study, taking into account PAFG, VAT etc.
3. The results belong entirely to the partner but the know-how remains the property of the University and cannot be transferred.
4. The University has an obligation of results.
5. The University must obtain the agreement of its partner to publish the results of the project.
Scientific research contract
A private company entrusts the University with research work, which involves the design and development of new or original processes, thus a potential inventive activity..
Consequences:
- The collaboration contract implies a potential inventive activity on the part of the University.
- The company partially contributes to the costs of the study,
- The results are jointly owned by the partner and the University or totally by the University if it is collective research with public interest
- When the company exploits the results, the University negotiates a financial return of which 1/3 goes to the inventors, 1/3 to the laboratory, and 1/3 to the University (please refer to the UNamur IP regulations)
- The University has an obligation of means, it must do everything possible for the research work,
- The University has the agreement of its partner to publish, after submission to the partner of the publication for review.
It is particularly important to be able to draw the line between the service contract and the research contract, as the consequences in terms of obligations and intellectual property may be different for the University..
Let's take the example of an airplane order:
Case 1: A private company approaches the University with a very precise plan to build an airplane. The role of the University is to build an airplane following the industrialist's instructions to the letter, without "thinking". The first consequence is that the result cannot be a boat, the University has an obligation called results. The second consequence is that the University must not invent anything at all, and therefore the intellectual property remains the property of the private company and the University cannot publish without the latter's express authorization. This is a case of a scientific services contract.
Case 2: The same private company approaches the University and would like to explore the idea of a flying means of transportation. The University has total freedom of the tasks to be performed. The first consequence is that the University does not absolutely have to achieve the result desired by the private company, we only have an obligation of means. The second one is that the University must show ingenuity (an inventive activity) in order to achieve the desired result, the intellectual property belongs a priori to the University, unless the University considers that the financial investment of the private company is equivalent to the remuneration for this intellectual property. In any case, an assignment of the intellectual property will have to be organized.
Jean-Léon KABORE - +32(0)81 72 50 48 - juriste.adre@unamur.be
