1
cooperation contract
The Contractual Partners
…………………………….
(Industry Partner)
- Hereinafter referred to as “Industry Partner” -
and
Paderborn UniversityD-33095 Paderborn
Executing Unit:
- Hereinafter referred to as “University” -
enter into the following contract:
(Possibly:)Preamble
The Industry Partner (has/can/intends to) …
The University (has/can/intends to) …
This said, the Contractual Partners agree to the following:
§ 1
Subject Matter of the Contract
(1)The subject matter of the contract is the research project …, in which the Contractual Partners cooperate.Under the scientific leadership of Mr/Ms … the University conducts the research further defined in section (2)[alternatively:in appendix A] and provides the necessary infrastructure and research staff.
The Industry Partner participates in the financing of the project in accordance with § 2.Further, it contributes to the project with … [e.g.:own expert knowledge, application examples/practical data material etc.].
(2) In particular, the University undertakes the following research … [alternatively:Details of the research to be undertaken by the University can be found in the work plan (appendix A), which forms part of this agreement.]
(3) As far as the work results are suitable for legal protection §§ 7 to 9 of this contract shall apply.
§ 2
Compensation
(1) As a financial contribution to the University’s performance in this research project the Industry Partner makes a payment of … € plus applicable value added tax (VAT).
(2) The payment is to be made …[alternatively:The mode of payment is detailed in the funding plan (appendix B), which forms part of this contract.]Payments are to be made to the account of PaderbornUniversity(IBAN:DE55472601218747040000) at the Volksbank Paderborn-Höxter-Detmold (BIC/SWIFT:DGPBDE3MXXX) with reference to the purpose indicated on the invoice.
(3) The Industry Partner is only entitled to offset or hold back payments due to the University if the counter-claim is based on the same contractual relationship and moreover is undisputed, has been found legally binding or has been recognized by the University.
§ 3
Warranty / Liability
(1)The University will conduct the agreed research work with the standard of care it usually applies, taking into account their knowledge of the state-of-the-art of science and technology. The University does not provide any further warranty. In particular, the University does not guarantee that the research results are commercially viable or free of third-party rights. However, if the University becomes aware of conflicting third-party rights it will immediately inform the Industry Partner.
(2) In case of breach of essential contractual duties or obligations, i.e. duties or obligations, the fulfillment of which allows for the due performance of this contract, the breach of which would endanger the purpose of this contract and the compliance with which the other Contractual Partner may constantly trust in, the Contractual Partners are liable towards each other for any case of intent and any kind of negligence. In cases of slight negligence, this liability shall be limited to the typical and foreseeable loss.
(3) In all remaining cases, the Contractual Partners‘ liability is limited to intent and gross negligence. In the case of gross negligence, liability shall be limited to the typical and foreseeable loss.
(4) In case of gross negligence, the liability according to section (3) above shall be excluded for consequential losses (e.g. loss of profit or other financial losses).
(5) The exclusions and limitations of liability mentioned above in sections (2) to (4) do not apply in the event of death, injury or damage to health, in case of special guarantees as well as for claims under the German Product Liability Act.
(6) The above mentioned exclusions and limitations of liability also apply to the employees, legal representatives and agents of the Contractual Partners.
§ 4
Confidentiality
(1)If and insofar the Contractual Partners use documents, documentation or information belonging to the respective other Contractual Partner that are marked as confidential or are recognisably secret, these are ensured to be handled in a confidential manner.This confidentiality obligation ends after a period of five years from the end of the research project.
(2) The Contractual Partners ensure that the confidentiality described above is maintained by employees, agents and other persons involved in the implementation of this project.
(3)The confidentiality obligation in accordance with section (1) does not apply to information that
-is commonly known or becomes commonly known through no fault of the recipient or
-was legally obtained from a third party or
-is already available to the recipient or is being developed independently of the research work in accordance with § 1 or
-must be disclosed due to statutory, administrative or court order.
§ 5
Publications
(1) The Project Leader undertakes towards the Industry Partner that he/she shall not exercise his/her right to conceal inventions according to § 42 no. 2ArbnErfG (German Employee Invention Act).
(2) With consideration to its statutory obligations the University is entitled to publish, in a scientifically common form, research and development results that arise from the project, while complying with the confidentiality obligation of § 4.In doing so the University will consider the Industry Partner’s justified concerns.
§ 6
Background Rights
(1)Each Contractual Partner remains the owner of the rights to inventions, industrial property rights and specialist knowledge (hereinafter referred to as “Background Rights”) which they held before the start of the research project.
(2) If the Contractual Partners' Background Rights are required for the implementation of the project and there are no conflicts with third party rights, the Contractual Partners grant each other a free, non-exclusive license to use these Background rights during and for the purpose of the project.
(3) If, after completion of the project, Background Rights are required in order to use the work results and there is no conflict with third party rights, the Contractual Partners grant each other, upon request, a non-exclusive license to use these Background Rights within the scope of the contract. The license is provided at standard market conditions that are to be agreed upon on a case by case basis. The request must be submitted in writing within six months after completion of the project.
(4) The conditions of sections (1) to (3) apply correspondingly to pre-existing copyrights and/or rights of use relating to copyrights.
§ 7
Rights to Results
(1)The University is entitled to the work results achieved by the University’s employees during the implementation of the project (including the results that are suitable for legal protection), unless expressly regulated otherwise below.The Contractual Partners are jointly entitled to work results achieved by employees from both Partners.Any results exclusively developed by employees of the Industry Partner shall belong to the Industry Partner.
(2) The Contractual Partners grant each other a free, non-exclusive license of use to the work results for the duration and the purposes of the project.Licenses for use after completion of the project and/or for purposes outside the scope of the project require a separate agreement in accordance with § 9.
(3) Notwithstanding the arrangements in §§ 8 and 9, the University as well as the Project Leader retain in any case the right to use their work results for research and teaching purposes; this right is non-exclusive, non-transferable and not limited by time.With regard to publications, § 5 applies.
§ 8
Legal Protection/Inventions
(1)The Contractual Partners generally strive to obtain legal protection for patentable work results arising from the project.
(2)The Project Leader undertakes towards the Industry Partner to notify the University of any employee inventions he/she has made within the project.
(3) As a general rule the University will claim inventions made by their employees within the project as far as legally possible. The University will apply for industrial property rights (e.g. patents) on its behalf and at its own cost and will immediately inform the Industry Partner.The University is exclusively entitled to such industrial property rights.If the University however intends to release an invention, it will notify the Industry Partner of this intention within two months of the invention being revealed. The University will give the Industry Partner the opportunity to object to the release and to demand a transfer of the invention to the Industry Partner at the Industry Partner’s expense.The University is entitled to release the invention if the Industry Partner fails to comment on this matter within 45 days of receipt of this notice, unless the notice does not contain advice on these consequences.
(4) Where employees of both Contractual Partners have contributed to an invention, the Contractual partners will immediately inform each other, agree on their respective shares and record the result of this agreement in writing.The Partners are jointly entitled to such inventions, which are registered by them jointly in the name of both the University and the Industry Partner.The resulting costs are borne by the Partners pro rata in accordance with their share in their invention.The Partners will decide jointly, no later than three months prior to the expiration of the priority period, if and, where applicable, in which countries corresponding foreign applications are to be lodged.
§ 9
Use of Results outside of the Research Project
(1)Where the results are to be used outside the scope of the research project or once the project has ended, the Contractual Partners will grant each other licences to the results, provided that a request for such a licence has been submitted in writing within six months after completion of the project. Details will be regulated in separate licence agreements.The agreed conditions will generally be standard market conditions; however, the contributions of the respective other Partner shall be considered and the price reduced accordingly, which may result in significant discounts.
(2) The Contractual Partners agree to first offer their results arising from the research project to the respective other Partner, before entering into negotiations with uninvolved third parties.
(3) Joint industrial property rights according to § 8 section(4) can be used and licensed by both Contractual Partners independently in the same way as their own rights. However, in the case of commercial use the respective other Partner is to receive a share of the net proceeds in accordance with their share in the invention.With regard to jointly owned copyrights, sentences 1 and 2 above apply accordingly.
§ 10
Term of the Contract
The contract covers the period from … to …
The regulations regarding confidentiality, the rights of the Contractual Partners to the work results and, if it has not yet been fulfilled, the Industry Partner's payment obligation in accordance with § 2 remain in force even after the termination of this contract.
§ 11
Termination
(1) Termination of this contract is only permitted for an important reason.Such an important reason exists if circumstances arise or become known that make a continuation of the contract unreasonable, in particular due to technical or economic reasons.The termination must be made in writing by registered post.The Contractual Partners will strive to solve any disputes beforehand through negotiation.
(2) In the case of termination the University will not conduct any further research.The Industry Partner will pay the remuneration agreed in § 2 to the University pro rata in accordance with the work rendered up to the date of termination.Expenses still to be occurred by the University after this date as a result of binding legal obligations (in particular personnel costs) will be reimbursed by the Industry Partner up to the earliest possible date of termination of these obligations.The expenses, however, may not exceed the total funds intended for the project.
§ 12
Final Clauses
(1)This contract constitutes the entire agreement.Earlier agreements pertaining to the subject matter of the contract cease to be valid when this contract comes into effect, unless their continuation has been expressly agreed upon in writing.
(2)All changes or additions to this contract require a written agreement between the Contractual Partners to be effective.This also applies to waiving the written form requirement.
(3)Should one or more of the above regulations be or become ineffective in whole or in part, the remaining regulations are not affected.In such an event the Contractual Partners agree to find a replacement regulation that is as close to their original intent as possible.The same applies to any gaps in the contract.
(4)This contract is exclusively subject to the law of the Federal Republic of Germany.The place of fulfilment and place of jurisdiction is Paderborn.
(5)This contract comes into effect when signed by both Contractual Partners.
X...... ,date ......(Industry Partner) / Paderborn, ……......
Paderborn University
Vice President ofOperations
(Simone Probst)
Paderborn, date ......
(Project Leader)