THIS AGREEMENT (the “Agreement”) dated
2012 is made BETWEEN:
The University of Warwick whose administrative offices are at Coventry, CV4 8UW (the “University"); and
<Company Name> Limited a company registered in England under company registration number <enter number>
whose registered office is at <enter registered address > (the “Company”).
Scope of Work
Start Date
End Date
University PI/Department
Payment Amount (exclusive of VAT)
Payment Schedule
[include any additional expenses]
University contact
Company contact
AS WITNESS the hands of duly-authorised signatories for the parties and subject to having read, accepted, acknowledged
and understood the terms and conditions printed overleaf
SIGNED on behalf of
The University
SIGNED on behalf of
The Company
Name:
Name:
--------------------------------
Position:
-------------------------------Position:
-------------------------------Signature:
-------------------------------Signature:
-------------------------------Date:
-------------------------------Date:
--------------------------------
--------------------------------
University of Warwick Version 1
Terms and Conditions
1
This Agreement is to cover the understanding regarding the scope
of work detailed overleaf (the “Scope of Work”) and will be
conducted under the direction and supervision of the Principal
Investigator (“PI”)/ Department of University as specified overleaf.
2
The Scope of Work shall run for the period from the Start Date
specified overleaf ("the Effective Date") to the End Date specified
overleaf.
3
The value of the contract will be as specified overleaf for which the
University will invoice the Company in accordance with the
payment schedule overleaf.
The Company shall pay the
University within 14 days of receipt of valid invoices (the ‘due
date’). All fees or sums payable under this Agreement are
exclusive of any applicable value added tax. If any sum is not paid
by the due date, then without prejudice to any other rights and
remedies it may have, the University may suspend performance of
its obligations under this Agreement and/or charge interest on a
daily basis at the rate of 4% above the National Westminster Bank
PLC Base Rate from time to time in force, compounded quarterly,
from the date for payment of that sum to the date of actual
payment.
4
The University will use reasonable endeavours to carry out the
Scope of Work diligently but does not undertake that work carried
out under or pursuant to this Agreement will lead to any particular
result, accordingly the University makes no representation or
warranty of any kind in relation to the Scope of Work, neither does
it accept responsibility for any results or their use and the
Company undertakes to make no claim against the University or
any of its employees.
5
Title to all IPR owned or created or developed by a party other
than during the course of the Scope of Work (“Background
Intellectual Property”) shall remain with the party introducing the
same. For the avoidance of doubt, “IPR” means patents,
registered designs, trade marks and service marks (whether
registered or not), domain names, copyright, design right, trade
secrets, know how and all similar property rights in inventions,
computer programs, designs, semiconductor topographies, and
confidential information.
6
Title to all IPR created or developed during the course of the
Scope of Work (“Foreground Intellectual Property”) shall remain
with the party generating such Foreground Intellectual Property
who shall be responsible for its protection and maintenance.
7
Each party grants to the other party a non-exclusive, royalty-free
licence to use and exploit its Foreground Intellectual Property.
8
In the event that Foreground Intellectual Property is jointly
developed, the parties shall jointly decide and agree who is best
placed to protect and maintain such Foreground Intellectual
Property. For the avoidance of doubt, both parties shall be entitled
to use and exploit such jointly developed Foreground Intellectual
Property under the same conditions as Clause 7.
9
All employees, students, agents or appointees of the University
(including those who work on the Scope of Work) shall have
freedom to publish in accordance with normal academic practice,
but will first consult with the Company in respect of matters of a
confidential or commercial nature arising from the Scope of Work.
10
The Company shall use all reasonable endeavours to facilitate
the provision of the Scope of Work by the University and shall:
10.1.1 co-operate with the University;
10.1.2 provide the University with all data and other
information reasonably required by the University;
10.1.3 provide the University with access to any premises of
the Company for the purpose of performance of the
University;
10.1.4 comply at all times with the terms of this Agreement and
such other requirements as may be otherwise agreed in
writing between the parties.
11
Each party shall keep and procure to be kept secret and
confidential all secret or confidential information belonging to
the other party disclosed as a result of the relationship of the
parties hereunder and shall not use nor disclose the same
save as envisaged in this Agreement or as required by law.
Where disclosure is made to any employee, consultant or
agent, it shall be done subject to obligations equivalent to
those set out in this Clause and each party shall be
responsible to the other in respect of any disclosure or use of
such secret or confidential information by a person to whom
disclosure is made.
The obligations of confidentiality in this Clause shall not
extend to any matter which is in or becomes part of the public
domain otherwise than by reason of a breach of the
obligations of confidentiality in this Agreement or which either
party can show was in its written records prior to the date of
disclosure of the same by the other party or which it receives
from a third party independently entitled to disclose it or which
is independently developed by the other party without recourse
to the confidential information.
12
Either party may terminate this Agreement forthwith by notice
in writing to the other if: (a) the other party is in default of any
material obligation of this Agreement or commits a series of
persistent breaches of this Agreement and, in the case of
such default being reasonably capable of being remedied,
fails to remedy it within thirty (30) calendar days of being
given written notice from the other party to do so or (b) if the
other party becomes insolvent, or takes or suffers any similar
or analogous action. Clauses 6-9, 11 and 16 shall survive
termination or expiry of this Agreement but if termination is
due to an un-remedied breach by the Company, then all
licences granted by the University shall also terminate.
13
Neither party shall assign any of its rights and obligations under
this Agreement without the prior written consent of the other and
except as expressly set out in this Agreement, nothing in this
Agreement shall confer on any third party any benefit or the right
to enforce any provision of this Agreement.
14
Nothing in this Agreement shall create, imply or evidence any
partnership or joint venture between the University and the
Company or the relationship between them of principal and
agent.
15
If the Company issues a purchase order, memorandum or
other agreement covering the work to be provided under this
Agreement, it is agreed that such document is for the
Company's own internal purposes only, in which case all
terms and conditions contained in such a document which are
additional to or inconsistent with this Agreement shall be of no
force or effect, unless such document has been accepted in
writing by a duly authorised representative of the University.
16
The liability of the University for any breach of this Agreement, or
arising any other way out of the provision of the Scope of Work
will not extend to any incidental or consequential damages or
losses including (without limitation) loss of profits. In any event
the Company accepts and agrees that the maximum liability of
the University under or otherwise in connection with the
provision of the Scope of Work and this Agreement shall not
exceed the return of the monies paid by the Company under this
Agreement.
17
Bribery Act 2010
17.1 Both parties shall:
17.1.1 comply with all relevant requirements which shall mean all
applicable laws, statutes, regulations, and codes relating to
anti-bribery and anti-corruption including but not limited to the
Bribery Act 2010 and any amendment thereto;
17.1.2 comply with and maintain in place throughout the term of this
Agreement its own anti-bribery and anti-corruption policies as
well as Adequate Procedures (as defined in S7(2) of the
Bribery Act 2010 and the guidance provided under S9); and
17.1
not engage in any activity, practice or conduct which would
constitute an offence under S1, 2 or 6 of the Bribery Act 2010.
University of Warwick Version 1
18
Neither party will be liable for any delay in performing its
obligations under this Agreement if that delay is caused by
circumstances beyond its reasonable control (including, without
limitation, any delay caused by an act or omission of the other
party) and the party affected will be entitled to a reasonable
extension of time for the performance of its obligations.
19
This Agreement shall be governed by English Law and the parties
hereby submit to the exclusive jurisdiction of the English court.
University of Warwick Version 1