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Glossary and contract types

Contract terms:

Background IP: pre-existing intellectual property brought to a project by a party which already owns it or has the right to use it;

Contract: an agreement between parties intended to be enforceable by law made up of an offer, an acceptance of the offer and a consideration (a benefit to each party). Each party to a contract gains rights and obligations relative to the rights and obligations of the other party(ies).

Foreground/Arising IP: intellectual property created as a result of a project or research.

Fully executed: completed agreement which has been agreed and signed by all parties;

Intellectual Property (IP): the rights to ideas, designs, inventions, literary/artistic works and other forms of intellectual creation including those developed during research;

Materials: generally be defined as a physical item(s) that would be transferred for the purpose of analysing or having something done to/with it. The four main categories used are:

  • Chemicals and chemical compounds;
  • Biological materials (which would include food samples);
  • Human tissues and/or specimens; and
  • GMOs

However, the definition of materials wouldn't include data or documentation;

Negotiation: the process of agreeing the wording and provisions of a contract;

Party: an organisation or person who is part of an agreement and signs to agree with its terms;

Personal Data: any information which relates to an identified or identifiable living being. Different pieces of information which, when collected together, can lead to the identification of a particular person also constitute personal data. Personal data that has been de-identified, encrypted or pseudonymised, but that can be used to re-identify a person remains personal data. However, personal data that has been irreversibly rendered anonymous in such a way that the individual can no longer be identified is not personal data.

Agreement types:

Collaboration: covers funded (either monetary or in-kind) collaborations/joint venture between two or more organisations;

Confidentiality/Confidential Disclosure Agreement (CDA): provides for confidentiality between the parties, usually for early stage discussions;

Consortium: governs the conduct of a pre-agreed consortium of organisations working together on a specific project;

Consultancy: covers commercial non-research consultancy work carried out by academics or other University staff;

Data Licence: covers the use and confidentiality of data coming into the University from elsewhere (Licence In) or the transfer of the University's data to another organisation (Licence Out);

Grant Agreement: covers the arrangements between a funder and grant recipient(s);

Non-Disclosure Agreement (NDA): see Confidentiality

Material Transfer Agreement (MTA): covers the transfer of Materials (see above for definition);

Partnership: covers a partnership between two or more organisations;

Studentship: covers the funding arrangements between the academic organisation and external funders. Can also include other provisions such as the student's conduct while working at the funder's premises, confidentiality and thesis copyright;

Student IP Assignment: commits a student to assign to another organisation their rights to any intellectual property created in the course of their studentship. Can be amended to include other provisions including conduct while at a funder's premises, confidentiality and thesis copyright;

Subcontract: covers work subcontracted by one party to another;

Technical Services: covers technical services provided by one organisation to another on a commercial basis.