Have you been contacted by a company that wants you to perform some analyses on its product?
Have you heard of a company with which you think you could develop a fruitful collaboration?
Contact us sufficiently in advance in order to establish a contract that fits your needs !
In order to safeguard your rights and those of the institutions, all agreements concerning research activities concluded in the name of the Institutions must be reviewed by PACTT.
Particular attention will be paid to the preservation of publishing rights, the exclusion of warranties from the Institution and attribution of intellectual property rights arising from the agreement, as well as to ensuring compliance with governing laws and institutional policies.
Each Institutions has specific rules about the signatures needed in order to conclude a valid agreement.
N.B. : When you establish your budget, don’t forget to take into account overhead costs! CHUV and UNIL each have their own specific rules about overhead.
Several types of contracts are available for industry collaboration:
Consulting Agreement
A consulting agreement is a type of agreement which defines the terms and nature of a mandate rendered by a scientist to a third party, as well as – among other things – payment schedule and ownership of the work produced.
N.B.: No intellectual property (notably no patent) should be assigned to a company with a consulting agreement. If an entire laboratory or institute is involved in the mandate, a consulting agreement is not the right choice, but rather a Service Agreement should be drawn up instead.
A specific type of consulting agreement covers the services of a scientist who takes part in an advisory board of a company.
N.B.: Pay attention to UNIL and CHUV rules about “activités accessoires” and “conflits d’intérêts“
Service Agreement
A service agreement specifies the terms and conditions under which the Institution executes a defined work for a third party.
Such an agreement contains – among others things provisions about the deliverables and related Intellectual Property rights, timeframe of the service, absence of warranties of the Institution and payment schedule.
Research Agreement
Collaboration between the Institutions and third parties can take various forms – from a simple research agreement with a single partner to a contract involving a consortium of companies and several universities.
A research agreement stipulates the terms and conditions under which specific work is performed. This includes scope of work, period of performance, payments, ownership of Intellectual Property, publication, use of experimental compounds or drugs, indemnification, and reports.
What is the difference between a Service and a Research Agreement?
In general, Services are requested by the company, which will design the research protocol and want to be assigned the results. A “Research Agreement” will cover a project initiated by the academic research team, who will own the results and grant some rights of use to the company.
N.B.: At CHUV, the overhead rate is different for a service and for a research!
Material Transfer Agreement (MTA)
- describes the material to be transferred,
- specifies the beneficiary and gives the exact framework of use (i.e. terms and scope of use, research group and laboratory, responsibilities during transport),
- and protects the rights of the parties with regards to publication, confidentiality and intellectual property on potential inventions arising from the use of the material.
License Agreement
A license agreement grants the right to a third party to commercially exploit a technology developed within the Institutions.
The exploitation rights may be exclusive or not, restricted to a specific region or/and field with a right to sublicense or not. The compensation given by the company can take the form of lump sum payments, royalties, milestones, equity etc.
N.B.: As inventions belong to the Institutions (and not to you, the inventor, personally), even if we work closely with you in establishing the license, PACTT is the only entity entitled to negotiate and finalize such a contract!
We may also help you if you need to acquire some right of use on a specific technology for a particular research project (=in-licensing), except for general conditions of use of common software or other equipment which are your responsibility.
Clinical Trial Agreement
A clinical trial agreement is a specific type of research contract which defines the terms and conditions under which a study is made to evaluate new treatments, drugs or therapies on human beings.
Clinical Trial Agreements are not reviewed by PACTT and must be submitted to the unit of Legal Affairs (AFJ) of CHUV.
Other types of Agreement
Before discussing a potential collaboration relationship with a company, you should enter into a Non-Disclosure Agreement in order to allow you to exchange information in confidence.
Pay attention to the fact that an agreement may bear a title that does not represent its content… remember: the content of an agreement matters, not the title! If you have any doubt, please send an email to pactt.legal@chuv.ch.