Contractual Approach

Participation

Participation in the CENSIS Project (which allows access to CENSIS funding) requires:

  1. Higher Education Institute (HEI) to become a ‘member’ of CENSIS (by agreeing to the terms of the ‘Collaboration Agreement’); and
  2. HEIs to agree to the terms of the ‘Offer of Grant’ (in respect of activities it seeks funding for); and
  3. Companies to enter into ‘Project Agreements’ with HEIs for specific activities.

Key Features of the Collaboration Agreement

  • CENSIS is not a legal entity, but a Scottish Funding Council (SFC) grant-funded project awarded to the University of Glasgow (GU) on behalf of the HEI sector.
  • CENSIS is acting as a funding agency (it reviews applications, makes decisions about funding allocations, issues a grant award letter to successful HEI applicants).
  • All member HEIs to share the same high-level objectives set out in the proposal to SFC.
  • Governance: The Governing Board of CENSIS is mostly industrially led with some representation from the HEI sector and funding body SFC; the Management Team of CENSIS are GU employees.
  • Includes obligations for HEIs to report (financial, technical) on activities supported by CENSIS funding, including funding leveraged as a result of using CENSIS funding and the ‘Impact’ associated with these.
  • Includes obligations of confidentiality as amongst the members.
  • Includes ‘CENSIS – offer of grant’ template letter which will be issued to successful applicants and which includes project details, milestones, requirement to disseminate results. The HEI, by acceptance agrees to provide the required financial and technical reports to CENSIS (necessary for CENSIS to report to SFC).
  • Includes an obligation on the HEI to enter into a ‘Project Agreement’ (to be substantially similar in all material respects to the template (included) which sets out the terms that CENSIS expect to govern any collaboration agreement with industry.

Key Features of CENSIS ‘Offer of Grant’

  • Sets out payment related obligations (HEI and CENSIS) and audit requirements
  • Includes a requirement to provide CENSIS with (i) a summary of the results, how the HEI and its project collaborators intend to use / exploit these (to be held as confidential if so marked); and (ii) a summary suitable for public disclosure and which sets out the Impact created as a result of the funded project and any funding secured (both public and private).
  • Includes an obligation for the HEI to enter into negotiations / licence agreements with a view to exploiting the results of the project (if after 12 months, agreements haven’t been entered into, there is an obligation to discuss with CENSIS so that the objectives of CENSIS can be realised).
  • Includes an obligation on the HEI to publish and disseminate the results
  • HEI to grant to other CENSIS members, as far as possible given the terms of any licence or other agreement, the rights to use the results of the project for their academic and non-commercial purposes.
  • Obligation on HEI to make equipment purchased with CENSIS funding available to others for use on CENSIS funded projects on reasonable terms and conditions.

Key Features of CENSIS Project Agreement

  • Lead Collaborator will not necessarily be HEI; may be commercial party.
  • Obligation for the collaborators to agree a ‘Project Plan’ with CENSIS (will include deliverables, timings etc). Changes to the Project Plan must be approved by CENSIS.
  • Obligation for HEI to provide CENSIS with accurate statements of project spend, project updates and other information reasonably requested by CENSIS.

IP Issues

  • Each collaborator owns results generated by it.
  • Automatic licences granted by a party to their background IP and results are limited to performance of the project.
  • Obligation on HEI members to grant access to the results generated by it to other CENSIS members as far as possible for internal and / or collaborative non-commercially academic funded research (subject to the terms of any exploitation licence).
  • Obligation on HEI member to provide to the Industrial Collaborator(s) a first opportunity to obtain licence to exploit the results (and any background which is required for exploitation) on reasonable terms and conditions to be agreed. This opportunity is available for 6 months. If no request has been made within 6 months or no agreement has been executed, the Party owning the results may use or exploit the results as they wish. No exploitation to take place prior to a licence being entered into.
  • If the results have not been exploited within 12 months of the end of the project, the owning HEI is to meet with CENSIS to discuss future use / exploitation of such results, consistent with the current objectives of CENSIS.
  • Discretion with the owning party as to whether or not to protect results by patent etc.

Publications

  • Expectation for the HEI to publish. Standard process to allow company to review drafts prior to publication, delay publication to allow for patent filing and / or remove another party’s confidential information.

Confidentiality

  • Obligations to keep confidential information as confidential, subject to the obligation to provide CENSIS with reports etc.

Liability

  • Each party to use reasonable endeavours to achieve the objectives of the project, but given that this is research, no guarantees as to performance, deliverables are provided.
  • Includes a cap on liability for each party. 
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