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Are you an industry partner or a university seeking to establish a collaborative relationship in a specific area of research? Or perhaps you require the expertise of a specific research team or other assistance from a university? If so, a Technical (Consulting) Services Agreement may be just what you need.
When to Use a Technical (Consulting) Services Agreement
Here are some key scenarios where this agreement is applicable:
- You have an ongoing relationship with a university in a specific area of research
- You need assistance from a university that is routine, clearly defined, and low to medium risk
- The support required is fully funded by your commercial entity or commonwealth organization
- Both parties involved are Australian entities
It’s important to note that the collaborator in this agreement can be either a private sector entity or a Commonwealth Entity.
When Not to Use a Technical (Consulting) Services Agreement
While a Technical (Consulting) Services Agreement is versatile, there are instances where it may not be the most appropriate choice. Here are some cases where alternative agreements should be considered:
- If the proposed work involves investigative research with an uncertain outcome, consider using the Accelerated Research Agreement or the Standard Research Agreement
- For leasing or licensing equipment, the Equipment Licence Agreement is more suitable
- If the agreement solely pertains to access and use of pre-existing intellectual property rights (IPR) from either the university or the collaborator, consider a separate license or assignment agreement
- For the commercialization of any IPR, other agreements should be used
It’s worth mentioning that the HERC IP Framework offers separate license and assignment agreements for IPR, as well as separate templates for research projects.
Key Considerations when Completing the Template
To ensure a smooth negotiation process and a fair agreement, both parties need to consider the following key points:
Details of Services
- Clearly describe the services and tasks/activities required from the university
- Agree on the key personnel responsible for performing the services
- Discuss and document any material or support that will be provided by the industry partner
- List key deliverables and milestones in the agreement
Both parties should ensure alignment on the expected services and the availability of necessary resources.
Fee
- Establish the rates and charging principles in the agreement
- Ensure that fees are reasonable and reflect a commercial/market rate
Clear communication regarding fees is essential to avoid any financial liabilities.
Confidential Information Exchanged
- Clearly define the scope of confidential information to be shared by both parties
- Determine the duration for which this information must be kept confidential
Maintaining confidentiality of shared information is crucial for protecting each party’s research and commercialization activities.
Intellectual Property Rights (IPR)
- Document any pre-existing IPR being used in the services
- Clearly state the ownership of new IPR created through the services
- Identify and address any proposed use of third-party IPR
It’s important to establish ownership and usage rights of IPR to avoid any disputes in the future.
Additional Rights of the University
- Clarify the rights of the university to use the new IPR created through the services
- Agree on any transfer of obligations under the agreement
Consideration should be given to the rights the university may have in using the outputs from the services.
Limit of Liability and Indemnity
- Set appropriate liability limits and levels of indemnity
- Align liability with fees paid or insurance limits
Both parties should agree on a fair and reasonable approach to liability and indemnity depending on the support being provided and the application of this support.
Remember that negotiation timelines for a Technical (Consulting) Services Agreement can vary depending on the complexity of the arrangement. Starting discussions early and understanding each party’s needs and concerns are crucial in reaching a timely agreement.
For organizations, especially SMEs, that are new to this type of agreement, understanding the key provisions through the provided guidance can help you navigate the negotiation process more smoothly.
Now that you are armed with this comprehensive guide, you can confidently approach a Technical (Consulting) Services Agreement. For more information, visit Zenith City News.
