Research Study Contract No

Sample nr 1

RESEARCH STUDY CONTRACT NO. ………

concluded on ...... between:

......

with a registered seat in ……......

represented by:

1......

2......

registered in *......

holder of NIP (Taxpayer Identification Number) ………………......

REGON (Business Register Number)……………………..,

hereinafter referred to as the „ORDERING PARTY”

and

Silesian University of Technology – a public university within the meaning of the article 2 of the Act dated July 27, 2005 Higher Education Law (Journal of Laws from2012, item 572) with a seat in Gliwice 44-100, Akademicka 2A, holder of NIP (Taxpayer IdentificationNumber): 631-020-07-36

Faculty ......

Institute/Department......

represented by:

1...... ,
on the basis of the Rector’s power of attorney

2.…………………………………………………...... , Bursar/Deputy Bursar** (countersigned),

hereinafter referred to as the „CONTRACTOR”

The Agreement reads as follows:

CLAUSE 1

The ORDERING PARTY places an order no. ………………………
dated ...... and the CONTRACTORundertakes to perform a research study, hereinafter referred to as the Work entitled: ......

......

CLAUSE 2

1.The CONTRACTOR undertakes to perform the Work referred to in clause 1 not later than ......

2.The deadline defined in clause 2 point 1 is binding for the CONTRACTOR on condition that:

the ORDERING PARTY returns the contract signed within 14 days since its reception,
the materials defined in Clause 5 point 1 of the present contract are delivered.

3.In case of failure to fulfill the conditions defined in Clause 2 point 2 the CONTRACTOR may change the deadline for the performance of the whole work or any part thereof.

4.The attachment to the Contract defines the assumptions/conditions of the Work and its division into parts, which shall be the subject of separate acceptance and settlement. It also contains the dates of completion and acceptance of particular parts of the Work and the remuneration for the completion of those.

CLAUSE 3

1.The CONTRACTOR notifies the ORDERING PARTY upon the completion of each part of the Work, constituting, in accordance with the Contract, the subject of separate acceptance and settlement, and of the execution of the whole Work.

2.Acceptance of the Work or any part thereof shall take place in the seat of the ORDERING PARTY/CONTRACTOR**, not later than within 14 days since the completion of the Work. The Parties sign the Work Acceptance Certificate, which – upon signing – constitutes the basis for issuing a VAT invoice.

3.In case the ORDERING PARTY fails to accept the Work within the period defined in Clause 3 point 2, the CONTRACTOR may draw up asingle-party acceptance certificate, which shall constitute the basis for issuing a VAT invoice.

CLAUSE 4

1.For the performance of the Work defined in Clause 1 the PARTIES agree to determine the remuneration to the net amount of PLN………………………(say: …………………………………………...... ).

The net amount shall be increased by VAT in accordance with the binding tax regulations to the amount of: …………………………….. (say: ………………………………..).

2.The CONTRACTOR reserves the right to raise the amount of remuneration defined in Clause 4 point 1 for independent reasons, and in particular, due to the price increase of materials, raw materials, electric energy and any other similar costs of the herein defined research study, not more, however, than up to ………….% of the Contract.

3.The VAT invoice shall be issued within 7 days since the day of signing by both Parties the Work Acceptance Certificate, referred to in Clause 3 point 2 or 3.

4.The ORDERING PARTY confirms that it is entitled to receive VAT invoices and authorizes the CONTRACTOR to issue VAT invoice without the signature of the recipient.

5.The ORDERING PARTY shall make the payment of remuneration referred to in Clause 4 point 1 and 2 within 14 days since the day of receiving the invoice onto the following bank account of the SilesianUniversity of Technology:

ING Bank Śląski S.A O Gliwice BIC/SWIFT code: INGBPLPW

Account No: PL60 1050 1230 10000002 0211 3056

6.The date of payment shall be the date of crediting the Contractor’s bank account with the amount due.

7.For each day of the delay in payment of the due amount the Contractor is entitled to calculate statutory interest.

CLAUSE 5

1.The ORDERING PARTY shall deliver to the CONTRACTOR not later than on ...... all the following materials (data, documents) necessary to perform the Work......

......

2.The ORDERING PARTY authorizes the CONTRACTOR to acquire or create, within his own range, the property, including specialized equipment, necessary to complete the Work as part of the resources the Parties agreed on.

CLAUSE 6

1.If during the performance of the Work the CONTRACTOR deems further continuation of the Work aimless since the results shall be inconsistent with the assumptions/conditions, he shall immediately inform the ORDERING PARTY about his findings.

2.If during the performance of the Work the ORDERING PARTY deems further continuation of the Work aimless because of significant and justified reasons, he shall immediately inform the CONTRACTOR about his findings.

3.In cases referred to in Clause 6 point 1 and 2 the Parties are obliged within 14 days since the day of notice to consider if further continuation of the Work is reasonable, determining also in the report the progress of the Work. The final decision to cease the performance of the Work shall be taken by the ORDERING PARTY.

4.If the results of the Work performed by the CONTRACTOR are inconsistent with the assumptions/conditions of the Work under the Contract, it does not make the CONTRACTOR liable nor does it exempt the ORDERING PARTY from the obligation to pay the remuneration covering the costs borne until the day on which the CONTRACTOR found out that it is impossible to receive the positive results of the Work, notified the ORDERING PARTY of the fact, and ceased the Work.

CLAUSE 7

In case the Contract is terminated by the mutual agreement of both Parties or in case the CONTRACTOR ceases to continue the performance of the Work under this Contract for independent reasons, the ORDERING PARTY is obliged to pay the remuneration for the performance of a completed part of the Work in the amount of the costs borne plus profit.

CLAUSE 8

1.Industrial property rights referring to intellectual property which possesses characteristics of an invention, utility model, or industrial design acquired during the performance of this Contract shall belong to the CONTRACTOR/theORDERING PARTY/BOTH PARTIES JOINTLY**according to the subsequent percentage division: the CONTRACTOR ……..%, theORDERING PARTY ……….%together with the right to:

a) register an invention in order to be granted patent rights,

b) register a utility model in order to be granted the right of protection,

c) register an industrial design in order to be granted the right in registration,

2.Copyrights to the works created during the performance of this Contract belong to the CONTRACTOR, and the principles of the confidential informationconnected with intellectual property shall apply here.

3.The copyrightsthus acquired the CONTRACTOR shall use in particular for the purpose of research, development and education.

CLAUSE 9

The ORDERING PARTY and the CONTRACTOR authorize the following persons to conduct the inspection of the research study and participate in the committee which shall accept the completion of the Work:

on behalf of the ORDERING PARTY:

…………………………………………………………

on behalf of the CONTRACTOR:

…………………………………………………………

CLAUSE 10

Equipment and apparatuses purchased and/or made by the CONTRACTOR for the execution of the research study shall belong to the ORDERING PARTY/the CONTRACTOR**.

CLAUSE 11

1.The CONTRACTOR is obliged to pay the ORDERING PARTY for each day of delay starting from the deadline for the completion of the Work defined in Clause 2 point 1 contractual penalty to the amount of 0,05% of remuneration referred to in Clause 4 point 1, not more, however, than 20% of the remuneration.

2.The ORDERING PARTY is obliged to pay the CONTRACTOR for each day of delay starting from the deadline for delivery of all materials to the CONTRACTOR defined in Clause 5 point 1 contractual penalty to the amount of 0,05% of remuneration referred to in Clause 4 point 1, not more, however, than 20% of the remuneration.

CLAUSE 12

THE ORDERING PARTY is/is not** VAT payer.

CLAUSE 13

Each party has the right to terminate thisContract upon written notice in compliance with the …………………………….. term of notice.

CLAUSE 14

Attachments constitute an integral part of this Contract.

CLAUSE 15

All amendments to this Contract need to be made in writing, otherwise they are deemed invalid.

CLAUSE 16

In all matters not settled by this Contract the regulations included in the following laws shall apply: Civil Code, Industrial Property Law, Copyright Law and related laws.

CLAUSE 17

1.The Parties shall make every effort to resolve amicably any disagreement or dispute arising between them under or in connection with the Contract by direct negotiation undertaken immediately after a debatable cause emerges.

2.In case a dispute is not resolved in a manner defined in Clause 17 point 1 within 14 days, it shall be settled by the court having jurisdiction of the Ordering Party/the Contractor’s** seat.

CLAUSE18

The contract has been drawn up in ………….. identical counterparts, ……… for each Party.

THE ORDERING PARTY: THE CONTRACTOR:

*enter the Registering Court together with KRS (National Court Register) number

** cross out the unnecessary

Attachment to research study contract

ASSUMPTIONS/CONDITIONS OF WORK

To the Contract no...... dated ......

entitled: ......

......

Assumptions/conditions of work:

......

Stages of work: (dates of acceptance, amounts of remuneration for the completed parts of the Work)*

......

datesignature

* fill in if the work consists of various stages