Agreements and intellectual property
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Mistra programmes often have a complex organizational structure and a sizeable budget, and are dependent on many different components interacting in an effective manner. To clarify the rights and responsibilities of the various parties involved, a programme contract is entered into, followed by various subsidiary agreements relating to the programme. If commercial development is an aim of the programme, it is also important to consider the question of intellectual property rights and to draw up the necessary agreements to regulate such matters.Programme contract
When the Mistra Board has decided that funds are to be invested in a programme, a contract is drawn up between Mistra and the main contractor, known as the programme contract. This defines the relationship between Mistra and the main contractor and the terms on which the programme is to be financed and implemented. It describes the mandates given to the main contractor, the programme board and the programme manager. The contract also includes provisions regarding the handling of results, reporting, disbursement of and accounting for programme funds, auditing, and early termination of the contract.Attached as an annex to the programme contract is the programme plan, which has to be updated and submitted to Mistra for approval every year. You can read more about this in the following section. Without an approved programme plan, the contract is not valid and the programme cannot request disbursement of funds from Mistra.
The programme contract is valid for the period for which the Mistra Board has decided to invest in the programme. If the Board decides to fund a further phase of the programme, a new contract will be entered into. Mistra may choose to sign this contract with a new main contractor.
Since the programme contract establishes the framework for the work to be done under the programme, it is important that everyone involved is familiar with its provisions. The original copies of the contract are kept by Mistra and the main contractor, and further copies are held by the programme board and the programme manager. Contact one of these bodies or individuals if you need a copy of your programme contract.
Project agreements within the programme
Mistra programmes consist of many different parts, all of which are important if the programme as a whole is to achieve its objectives. To ensure that all these constituent parts pull in the same direction, project agreements often have to be drawn up, spelling out what is expected of each one. It is the programme manager´s responsibility to enter into subsidiary agreements with the different components of the programme, in line with the budgetary and operational decisions of the programme board. Funds should not be disbursed to individual projects before such agreements are in place.Other ancillary agreements
If a programme is to have access to a field station or to an area of land or a body of water, an agreement on reimbursement of costs and, where relevant, on site restoration is also required. If there are companies involved in a programme, there will usually need to be a consortium agreement between the companies in question, the main contractor and other participating universities/colleges/institutes; in other words, all the legal entities concerned need to reach and sign an agreement on the collaboration between them. A consortium agreement sets out the parties´ undertakings in terms of financial commitments, contributions in kind through company staff, and any other contributions. It may also cover rights to patentable inventions, confidentiality of information, and so on. Often companies re q u i re researchers to sign a confidentiality agreement, as a basis for openness on their part.Even if the whole of a programme is carried out within a single organization, such as a university, it can sometimes be a good idea to draw up a collaboration agreement which all the researchers concerned sign. This may for example regulate what happens to any patentable inventions. It is important to draw up an agreement from the outset, so that everyone knows where they stand when the relevant situation arises. Such a collaboration agreement may also be appropriate even if individuals from more than one organization are involved and if, for example, the programme does not have a consortium agreement with participating companies governing such matters.
In the case of programmes with an emphasis on commercializable results, a confidentiality agreement for the members of the programme board may be a good idea, to permit discussions within the board and with the programme manager and researchers to be as open and fruitful as possible. Both researchers and company employees should be able to show the greatest possible openness without fear of adverse consequences.
Frequently asked questions
How do we formulate project agreements for the different parts of our programme? Project agreements should set out what the programme expects of its different component parts. If you wish to look at examples of existing project agreements you can contact your Programmes Director at the Mistra Secretariat. You can also discuss the matter with the legal staff of your main contractor.What agreements, apart from the programme contract and project agreements, does our programme need?
If you are uncertain, you are welcome to discuss the matter with Mistra. You may also wish to consult the legal staff of your main contractor.
