Cooperation agreements

In the event of any inconsistency between the Danish and English language versions of the document, the Danish version prevails

 

Guidelines concerning cooperation agreements made between Aarhus University and external partners

A. Scope

(1) The present guidelines apply directly to cooperation agreements entered into with private or public partners.

A cooperation agreement shall mean an agreement made between the University and an external partner concerning a joint research project, this typically being characterised by both parties providing funding, by the external party also contributing professional expertise, by the parties normally retaining the right to their own findings and by the University's activities being in continuation of normal research activities within the subject or research environment in question. The financial aspects of cooperation agreements shall be governed by the rules concerning privately and publicly funded research.

(2) The guidelines shall also apply to other agreements concerning the funding of research projects under which conditions over and above reporting of the application of the funding are stipulated by the party providing the funding .

(3) Other considerations may have to be taken into account in connection with certain special types of agreements , such as agreements concerning commercial activities, EU contracts, centre agreements or agreements concerning industrial researcher education. Such types of agreements are therefore not directly covered by the present guidelines, but are assumed to be subject to similar principles to whatever extent possible.

(4) Cooperation agreements and conditional agreements concerning the funding of research within the area of university hospital cooperation are subject to special rules, including rules governing delegation and competence, in accordance with the basis of the cooperation between Aarhus University and the County of Aarhus. The principles set out below for research cooperation as such do, however, apply to all research projects in which the Faculty of Health Sciences (The Department of Experimental Clinical Research) is responsible for the management of the relevant research activities.

(5) Totally unconditional donations fall outside the scope of the guidelines, including unilateral promises of research funding, such as funding provided by national research councils or The Aarhus University Research Foundation.

B. Contents of guidelines

The guidelines supplement and are supplemented by other rules, including the Danish University Act ( Universitetsloven ), central and local budgetary rules as well as the Danish Act on inventions at public research institutions ( Forskerpatentloven ).

The guidelines address the following issues:

1) Who can enter into cooperation agreements;
2) Which contractual clauses must always be considered; and
3) Which principles may never be deviated from.

Re 1): The rules governing this are set out in the Rector's delegation letter of 13 April 2000 concerning external funding. The main principles are as follows:

(a) The head of department must approve employees' agreements concerning the conduct of all externally funded research projects.

(b) The dean of the faculty in question must normally approve all cooperation agreements, but may elect to delegate his competence to heads of departments. In case of such delegation of responsibility, the dean remains responsible for ensuring compliance with all rules and guidelines concerning the conclusion of agreements for externally funded research.

(c) The dean of faculty must see to it that the heads of departments have introduced adequate procedures to ensure that agreements covered by such guidelines are reported and approved.

(d) The dean of faculty must in each case:

(1) Arrange for approval by the Finance Department and the Senate Office, where necessary.
(2) Receive a copy of all agreements to which the present guidelines apply.
(3) Ensure that agreements are journalised.
(4) Report agreements to which these guidelines apply to the Senate's committee (cf. below).

(e) The Finance Department must approve:

(1) Cooperation agreements entered into with public authorities or institutions.
(2) Agreements which involve the use of premises or other infrastructure unless the scope of such use must be considered to be insignificant.
(3) Any special conditions in respect of the application of funding or the presentation of accounts.

(f) The Senate Office must approve any conditions concerning the transfer of rights.

(g) External research funds must be paid directly from the subsidising body to the University.

Re 2): In connection with the conclusion of cooperation agreements, account must be taken - in particular - of the following issues, and the issues must be provided for in the agreement to the extent that they are relevant to any such individual relationship of cooperation. (*1) Cooperation agreements must be made in writing.

  • (a) The parties to the agreement.
  • (b) The purpose of the agreement and any special conditions.
  • (c) A clear definition of the project (if necessary in appendices).
  • (d)Time of commencement, schedule, duration, provisions governing renegotiation and termination and notice of termination.
  • (e)The contributions and obligations of either party (financial resources, physical and technical facilities, manpower, know-how, management competence, briefing obligation, reporting, etc.), including any demands for the participation of particular researchers or research groups and any conditions for their replacement.
  • (f) Distribution and any transfer of rights (cf. Section 9 of the Danish Act on inventions at public research institutions ( Forskerpatentloven )), (*2) including
    - Specification of either party's existing background knowledge, data material, etc.;
    - The right to the (free) exploitation of one's own, the other party's and/or joint findings for other research purposes;
    - The parties' right and obligation to file an application for a patent, etc., and any obligation to offer such rights to the other party in the event that one party should not wish to exploit its right;
    - The right (against royalty payments) to exploit the other party's rights and/or joint findings for commercial purposes.
  • (g) Provisions governing confidentiality and publication (with specification of protected material, period of confidentiality, right of review and freedom of publication).
  • (h) Consequences of the end of the cooperation through expiry, termination or cancellation (questions concerning any repayment of contributions, reporting, distribution of rights, etc.).
  • (i) The settlement of disputes.

Cooperation agreements must be drafted so as to be suitable for publication. Any material, which is classified as being confidential, etc., cf. below re 3(a)(2) must be kept separate from the agreement and described in special appendices, etc.

Re 3): It goes without saying that the University and its employees cannot guarantee that the findings of a research project or a study will be as desired or expected by the cooperation partner.

Furthermore, a cooperation agreement must always respect certain invariable principles with regard to

a) confidentiality ;
b) publication ; and
c) distribution of rights.

Re a):

(1) Information, knowledge and findings generated and accumulated by the University's own employees in connection with a cooperation project must be freely available for incorporation into continued research, lecturing and other presentations of research findings, and access thereto must be respected and acknowledged explicitly by the other party in the cooperation agreement. A fixed-term obligation to observe confidentiality must only be accepted where the company has a right of review prior to publication (cf. below re b ), or where confidentiality is necessary for the purpose of patenting or registration of the invention as a utility model (cf. below re c ). (*3)

(2) There may be a legitimate need to protect the business secrets of a company as well as technical drawings, descriptions, recipes, models, etc., which the company may have passed on to the University's employees as part of the cooperation. The scope of any confidentiality obligation must be stipulated from the outset in the cooperation agreement. Normally, such obligations may include only material, which the parties have agreed to classify as confidential, etc. in connection with the specific passing-on of the material.

(3) The right to the continued use for research purposes of findings and knowledge generated by the employees of the University themselves or in cooperation with others must not be affected by any obligation to secrecy or confidentiality.

Re b):

(1) The fundamental right of publication of researchers must be respected and acknowledged explicitly in the cooperation agreement by the other party. The right of publication shall mean the right of researchers to publish their research findings in scientific works and journals and otherwise in accordance with the traditions of the research area in question.

(2) The acknowledgement of the free right of publication of researchers may, however, depending on the circumstances, be combined with provisions to the effect:

(2.1) that draft manuscripts must be submitted to the cooperation partner for review for a maximum period of 60 days before external steps are taken with a view to publication, e.g. submission to a journal or publishing house;

(2.2) that the cooperation partner is entitled to propose changes to the text, and that both parties declare their willingness to endeavour to reach an agreement as to the wording of the text, always provided that the researchers shall have the final say in deciding on the contents and wording of the text, with the exception of such aspects as may be necessary for the protection of confidential information; and

(2.3) that the cooperation partner may, in the event of the preparation and submission of a patent application or application for registration of a utility mode, demand postponement of any disclosure, including publication, for a reasonable period of time, such period, however, never exceeding six months from the date on which the cooperation partner received the draft manuscript for review.

Re c):

(1) In pursuance of the Danish Act on inventions at public research institutions ( Forskerpatentloven ), the University can, as a starting point, demand a share in any potential for commercial exploitation in the event that the research undertaken by employees results in inventions which may be patented or registered as utility models.

(2) Consequently, the University cannot normally accept any provision involving the renunciation in advance of any right to the commercial exploitation of research findings, which have been in part publicly funded. The University may, however, following specific assessment - where rendered reasonable by the co-funding of a research project by an external partner - on behalf of itself and its employee and subject to prior agreement with the external partner concerned, renounce in full or in part the right to the inventions realised as a result of the project, cf. Section 9 of the Danish Act on inventions at public research institutions ( Forskerpatentloven ), as reproduced in note 2 above.

(3) Any renunciation of the right to patenting or other commercial exploitation of a research result created by or in cooperation with the University's employees must not result in the researchers being precluded, during or after the completion of the project, from the continued use for research purposes of the research findings made solely or partly by the researchers in question (cf. above re a ).

C. Gathering of experience

The Senate appoints a committee, which for a period of time will be charged with the gathering of experience on the basis of agreements made as well as the presentation of such experience to the Senate.

Approved by the meeting of the Senate on 13 April 2000.

Henning Lehmann
Rector

/ Per Møller Madsen
Head of Department

Notes

(1) Furthermore, a special checklist has been prepared which may be used in connection with the preparation and conclusion of cooperation agreements.

(2) Section 9 is worded as follows: "The institution may, in relation to projects which are completed in cooperation with or are funded, in full or in part, by a party not covered by the Act, on its own and the employee's behalf, upon prior agreement with the party concerned, renounce, in full or in part, the right to the inventions made by the project."

(3) Be it noted that generally, researchers and others employed by the University must not, in pursuance of Section 10, Subsection 3 and Section 11, Subsection 2 of the Danish Act on inventions at public research institutions (Forskerpatentloven), publish an invention which they have made as part of their employment for two months from the notification thereof to the University. According to Section 11, Subsection 3 of the same Act, it is possible to extend such time limit, such extension being subject to agreement with the employee.


www.au.dk/en/rules/2000/au2