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STW projectnr.contractnr.
Partnership Project Agreement STW – KWF
PARTNERSHIP PROJECT AGREEMENT TEMPLATE
regarding
Partnership STW – KWF Technology for Oncology
PARTIES:
(1)
Stichting voor de Technische Wetenschappen, a foundation existing and organized under the
laws of The Netherlands, with registered office at Van Vollenhovenlaan 661, 3527 JP Utrecht, the
Netherlands, hereinafter to be referred to as “STW”, in this matter duly represented by its Executive
Director, dr. E.E.W. Bruins;
(2)
Stichting Koningin Wilhelmina Fonds voor de Nederlandse Kankerbestrijding (KWF
Kankerbestrijding), a foundation existing and organized under the laws of The Netherlands, with
registered office at Delflandlaan 17, 1062 EA Amsterdam, The Netherlands, hereinafter to be
referred to as “KWF”, in this matter duly represented by Drs. M.T. Rudolphie MBA, board of
director, and Drs. S. Kloezen, manager Research Prevention and Patientsupport; and
(3)
<University>, a research institute existing and organized under the laws of the Netherlands, with
registered office at [_address_], hereinafter to be referred to as “Academic Project Partner”, in this
matter duly represented by [_name_];
(4)
<Name company>, a company existing and organized under the laws of [_xxx_], with registered
office at [_xxx_], the Netherlands, hereinafter to be referred to as “<COMPANY>”, in this matter
duly represented by [_xxx_];
All parties hereinafter together and individually to be referred as “Parties” respectively “Party”.
WHEREAS:
(A)
KWF is a nation-wide organisation for cancer related work in the Netherlands;
(B)
KWF finances cancer research projects in the Netherlands;
(C)
STW enables new technology by funding applied scientific research and promoting technology
transfer;
(D)
KWF is interested in research and development of precompetitive research in the field of cancer;
(E)
STW and KWF have concluded a so-called ‘Partnership Agreement’ attached as Annex 3 to this
Agreement, on the basis of which they invite Dutch universities and research institutes to submit
project proposals in the field of Technology for Oncology, with the intention to jointly fund the
project proposals that are approved.
(F)
The Academic Project Partner has submitted the project proposal, titled [_title_], attached as
Annex 1 to this Agreement (“Project Proposal”). The Project Proposal has been approved by
decision of [_date_].
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Partnership Project Agreement STW - KWF
(G)
The Parties now wish to lay down in writing the terms and conditions for the execution of the
Project Proposal.
HAVE AGREED AS FOLLOWS:
Article 1
Definitions
As used in this Agreement the following terms, either in plural or in the single form, have the following
meaning:
1.
‘Agreement’ shall mean this agreement, including all annexes and amendments hereto.
2.
‘Background’ shall mean all IPR, information, techniques, know-how, software and materials
(regardless of the form or medium in which they are disclosed or stored) that is not generated or
conceived within this Research provided by a party to the other party within the Research, with the
exception of the Results.
3.
“Effective Date” means the date on which the Project formally starts, which is when the Project
leader undertook an initial expenditure of allocated funding or the date of the first appointment of
personnel, whichever is first.
4.
“IPR” means Intellectual Property Rights, including industrial property rights, Know-how, copyrights,
neighbouring rights and any similar right recognized from time to time in jurisdiction, together with
all rights of action in relation to the infringement of any of the above.
5.
“Party(ies)” shall mean the party(ies) to this Agreement.
6.
‘Project’ shall mean the research project for the performance of the activities in the field of
[_description_], as described in the Project Proposal.
7.
‘Project Leader’ shall mean an employee of the Academic Project Partner with ultimate
responsibility for the content and realization of the Project.
8.
‘Results’ shall mean all inventions, information, materials, methods, processes, products,
programmes, software, findings and discoveries that is generated or conceived in a Project, and
IPR thereto.
9.
“User Committee” shall mean a committee established within the Project according to STW policy,
existing of the project leader, researchers, potential users, program offer and if applicable special
invited experts.
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Partnership Project Agreement STW - KWF
Article 2
Conduct of the Project
1.
The Academic Project Partner shall conduct the Project in accordance with the Project Plan, and
the applicable “STW General Conditions” as attached in Annex 2, to the best of its knowledge and
ability and taking into account the criteria and standards applicable to scientific and/or technological
research. The Academic Project Partner shall conduct the Project during the term of this
Agreement.
2.
For the performance of the Project, the Academic Project Partner shall select and appoint
personnel with appropriate qualifications. [_name_] shall be appointed as Project Leader. The
Academic Project Partner shall ensure that the Project Leader and the other appointed personnel
comply with the obligations imposed on the Academic Project Partner and its employees in this
Agreement.
3.
In the execution the Project, the Academic Project Partner will comply with all applicable legislation
and will behave in an ethically acceptable manner as may be expected in scientific and/or
technological research. The Academic Project Partner shall inform STW and KWF immediately if
new information emerges which is relevant to (the conduct of) the Project or the utilization of the
Results.
4.
A User Committee will be formed, consisting of a maximum of two representatives of each Party.
The meetings of the User Committee will be chaired jointly by the academic project leader and a
representative of one of the Companies. Results to date are evaluated at these User Committee
meetings and the participants need to achieve approval by the User Committee meeting forf the
(adapted) research plans. The User Committee proposes decisions on continuation, adaptation or
termination of the project to the PC. The progress report shall be sent at least two weeks before the
User Committee meeting and shall contain amongst others a description of the Results obtained so
far. The Project Leader shall use the format, as can be found on the website of STW.
5.
The project leader submits a continuation application to STW within eighteen months after the
starting date. In the continuation application the project leader describes the progress, work
plan/milestone planning, anticipated results, (additional) input from users, options for protecting
results, options for commercialising the results and the necessity of the remaining funding in order
to carry out the project plan. STW may impose further conditions regarding the content of the
continuation application.
STW submits the continuation application to the users in the User Committee. STW asks the users
to give a reasoned opinion (in writing or during the User Committee meeting) on the continuation of
the project. On the basis of the continuation application and the opinion of the Users Committee,
and after advice of the PC, STW takes a final decision on the continuation of the project where the
opinion of the PC is leading.
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Partnership Project Agreement STW - KWF
Article 3
Funding and payment
1.
The Academic Project Partner is according to the Project Plan entitled to compensation of
expenses, incurred by the Academic Project Partner in the execution of the Project. For the
performance of the Project, STW and KWF have budgeted an amount of € [_amount_]. The
conditions on the basis of which the Academic Project Partner can claim its expenses, are
described in the document ‘STW General Conditions’, attached as to this Agreement.
2.
STW and KWF are entitled to any remaining budget, after the Project have been ended.
3.
The Academic Project Partner agrees upon, and signs for, the conditions as formulated in the
Controleprotocol Projecten Partnership STW-KWF Technology for Oncology versie d.d. 2
september 2015 (Annex 5).
Article 4
Results
1.
STW and KWF have funded the Project according to the General Conditions of STW and the
applicable policy concerning rights to Results, IPR and publication which is laid down in detail in
Annex 4.
2.
The Academic Project Partner shall ensure that both its employees as well as any involved third
parties (taking into consideration article 9.5 of this Agreement) who might be able to claim rights to
the Results, transfer those rights to the Academic Project Partner and STW.
3.
In return of the contribution the Parties hereby grant to KWF a license to use the Results for further
non-commercial, internal research and education, fund raising and publication purposes, which
license the KWF hereby accepts.
4.
The Project Leader shall inform STW and KWF immediately if Results are generated which are
eligible for protection by a patent. The Project Leader shall then complete an invention disclosure
form, the format for which can be found on the website of STW. Based on said invention disclosure
form, Parties shall decide within three (3) months whether the Results will be patented. In case of a
positive decision, the Parties shall agree on the details for the patent application procedure. The
patent application shall be filed on behalf of STW and the Academic Project Partner.
5.
All possible income deriving from the Results is divided between STW and the Academic Project
Partner as follows:
 the costs incurred by STW and/or the Academic Project Partner for the purposes of protection
or otherwise of the results, are deducted and shall be reimbursed;
 50% of the fee is allocated by STW on a declaration basis to the Project Leader for the
purposes of research within the field of oncology. For this allocation, the Project Leader submits
a budget proposal and project plan which is reviewed and needs to be agreed by STW and
KWF;
 STW transfers the other 50%, which will be distributed according to the policy of theAcademic
Project Partner, directly to a bank account to be designated by the Academic Project Partner;
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Partnership Project Agreement STW - KWF
Article 5
Confidentiality and publication
1.
Each Party undertakes to observe the Background of another Party as well as the Results, in
whatever form, as to be information of a confidential nature. Each Party undertakes to hold the
Background of another Party as well as the Results, both during the term of this Agreement as well
as for an indefinite period of time thereafter, in strictest confidence and not to disclose or allow the
disclosure of the Background of another Party or the Results to any third party, or to make the
Background of another Party, the Results, or any part thereof, publicly available. A Party shall treat
the Background of another Party as well as the Results with the same degree of care that it applies
to its own confidential information (but in any case not less than reasonable care).
2.
Each Party undertakes to use the Background of another Party solely for performance of the
Project, and not for any other purpose. Each Party shall furthermore undertake to use the Results
only in accordance with the terms of this Agreement.
3.
The aforementioned obligations and prohibitions are not applicable to the Background, the Results,
or any part thereof:
(a)
has come into the public domain prior to, or after the disclosure thereof and in such case
through no wrongful act of the receiving Party;
(b)
was already known to the receiving Party, as evidenced by written documentation in the files
of the receiving Party;
(c)
has been lawfully received by a Party without restrictions or breach of this Agreement;
(d)
has been or is published without violation of this Agreement;
(e)
is independently developed in good faith by employees of the receiving Party who did not
have access to the confidential information.
The burden of proof lies with the receiving Party.
4.
Each Party is entitled to give its employees access to the Background of another Party as well as
the Results, as far as such is necessary for them to fulfill their tasks. Each Party will ensure that its
employees will hold the Background of another Party as well as the Results in strictest confidence
and use the Background of another Party as well as the Results in accordance with the provisions
of this Agreement.
5.
Parties recognize the desire from STW, KWF and the Academic Project Partner to publish results
and/or details of academic research in scientific journals, and/or present these at scientific
meetings. Parties recognize COMPANIES’ desire to preserve the IPR arising out of the Project.
Therefore, Parties shall have the right to publish scientific results of the Project, subject to the
provisions in this article. Parties shall be furnished with a copy of any proposed publications for
review and comment, prior to the submission for publication, for manuscripts at least thirty (30)
days prior to submission, and for abstracts at least ten (10) days prior to submission.
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Partnership Project Agreement STW - KWF
6.
Parties agree to give good faith consideration to any comments or suggestions which are offered
by another Party within the time limits set forth in this article. In addition, at COMPANIES’ request,
STW and the Academic Project Partner shall delay any proposed publication disclosing inventions,
ideas, or other IPR for which COMPANY intends to obtain patent protection, until such time that
proper submission of patent application(s) has been completed. COMPANY shall limit any such
delay to a maximum period of three (3) months.
7.
If the publication or presentation of results and/or details of academic research would
necessitate the simultaneous disclosure of Confidential Information, as mentioned in
paragraph 3, of COMPANY, STW, KWF and/or the Academic Project Partner shall provide
COMPANY with a written request for permission to disclose said information.
8.
The Academic Project Partner shall ensure that every scientific publication contains the following
declaration to indicate that the Results were achieved with financial support from STW and KWF:
““This research is supported by KWF Kankerbestrijding and Technology Foundation STW, as part
of their joint strategic research programme ‘Technology for Oncology’”.
and for Dutch publications:
“Dit onderzoek wordt gefinancierd door KWF Kankerbestrijding en Technologiestichting STW als
onderdeel van het samenwerkingsprogramma ‘Technology for Oncology’”
Where possible, the publications, including scientific posters and prototypes, should also contain
the KWF and STW logo.
9.
The Academic Project Partner shall furthermore consult with KWF whether KWF wants its support
to the Project to be mentioned as well in the publication.
General data of the granted Projects, such as: name of the Project Leader, involved Parties and a
summary of the project content for laymen, will be published at the KWF-website, international
websites for cancer research (amongst others ‘International Cancer Research Partnership’) and
other publications of KWF. Parties will make sure that the Project Leaders of the granted projects
will make available (open access) all approved publications within 12 months after publication.
Article 6
Liability and warranties
1.
Each Party is responsible for its own actions and omissions under this Agreement.
2.
Parties agree to indemnify each other for any claims for damages arising out of the execution of
this Agreement and caused by or result from the negligent acts or omissions or intentional
misconduct of the Partner,.
3.
Parties agree to indemnify each other for any claims for damages arising out of the execution of
this Agreement to the extent such claims or damages are caused by or result from the negligent
acts or omissions or intentional misconduct of the Academic Project Partner.
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Partnership Project Agreement STW - KWF
4.
Notwithstanding article 2.1 above, the Academic Project Partner makes no representation and
extends no warranty of any kind, either express or implied, with regard to the effectiveness,
merchantability or fitness for a particular purpose of the Results.
Article 7
Term and termination
1.
This Agreement shall become effective on the Effective Date and shall thereafter remain into force
until the end of the Project. The end of the Project is the last day of service of the last researcher
funded by STW.
2.
After this Agreement has ended, the articles 4, 5, 6, 7.2, 8 and 9 shall remain in full force and
effect.
3.
If the participation of a Party in the Agreement is terminated prematurely on the basis of the law,
the other Parties shall discuss if they wish to continue the Agreement and on what conditions.
Should the participation of the Academic Project Partner be terminated and the other Parties
decide that they nevertheless want to continue the Project, the Academic Project Partner will, at the
request of STW and KWF, cooperate to the best of its ability in transferring the Project to the
selected new research institute.
4.
When the participation of a Party has been terminated as meant in paragraph 3 above, paragraph
2 above shall apply, with the understanding that said Party shall not acquire any rights with regard
to the Results, generated after the termination of its participation.
5.
Each Party is entitled to terminate this Agreement by written notice sent by registered mail to
the other party if the other party is in breach of this Agreement and the breach is not
remedied within thirty (30) days of the other party receiving written notice specifying the
breach and requiring its remedy.
6.
Parties have the right to terminate this Agreement prematurely by registered mail if another
Party becomes insolvent or if an order is made or a resolution is passed for the winding up of
a Party or if a Party is granted suspension of payment.
Article 8
Governing law and jurisdiction
1.
This Agreement shall be governed by the laws of the Netherlands.
2.
If any dispute should arise between any of the Parties, such Parties shall use reasonable effort to
settle such dispute before pursuing any remedy they may have at law.
3.
Any dispute, resulting from this Agreement, or further agreements resulting there from which do not
stipulate otherwise, which has not been solved by the Parties in accordance with the previous
provision, shall be submitted to the competent court in Utrecht, the Netherlands.
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Partnership Project Agreement STW - KWF
Article 9
Miscellaneous
1.
None of the Parties shall be entitled to transfer, by means of assignment, sale or otherwise, or to
encumber any and all of the rights granted under and obligations deriving from this Agreement,
either in whole or in part, to a third party without the prior written consent of the other Parties.
2.
Unless explicitly agreed otherwise in writing, none of the Parties is entitled to act or make legally
binding declarations on behalf of any of the other Parties. Nothing in this Agreement shall be
deemed to constitute a joint venture, agency or any other kind of formal business grouping or entity
between the Parties.
3.
Any amendments or additions made to the Agreement shall only be valid and binding between the
Parties if made in writing and executed by all Parties.
4.
This Agreement contains 2 annexes which form an integral part of this Agreement:
Annex 1 Project Proposal ‘[_title_]’
Annex 2 STW General Conditions
Annex 3 Partnership Agreement STW – KWF
Annex 4 Intellectual Property & Publication arrangements
Annex 5 Controleprotocol Projecten Partnership STW-KWF Technology for Oncology
dated 2 September 2015
5.
None of the Parties grants any rights and/or licenses to the other Parties, either explicit or implicit,
nor waives any of its existing rights, unless explicitly mentioned in this Agreement.
6.
The articles of the Partnership Agreement govern this project agreement and, in case of conflict,
shall prevail over the articles in this project agreement.
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Partnership Project Agreement STW - KWF
Signed in <xxx>fold:
Stichting voor de Technische Wetenschappen
Utrecht, ……………………………
[signature]
……………………………
Dr. E.E.W. Bruins,
Executive Director
KWF Kankerbestrijding
[place], ……………………………
[signature]
……………………………
[name],
[title]
University
[place], ……………………………
[signature]
……………………………
[name],
[title]
Company
[place], ……………………………
[signature]
……………………………
[name],
[title]