Research and Development Contract Between …………………………………………………………………………………………………………………. represented by ……………………………………………………………………………………………….
- hereinafter called “customer” and the Otto-von-Guericke-University of Magdeburg, represented by the Chancellor, D. Niemann, Universitätsplatz 2, 39106 Magdeburg,
executing institution: Faculty ……………………………………, Institute for …………………………...
- hereinafter called “contractor” the following contract is concluded:
Preamble The contractor possesses scientific experience in the field of ............................................................................................................................. ....................... .................................................................................................................................................………….. . The customer is interested in the investigation as well as in research results and methods in this field for practical and scientific reasons. The cooperation aims to obtain utilisable, new scientific experience for the customer and to provide the contractor an insight into practical problems.
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§1 Subject of the Contract (1) The customer entrusts the contractor with the execution of following research/development work:
(2) The details regarding this task have been defined in a mutually agreed work plan (attachment). §2 Contact Persons (1) Regarding the carrying out of the contents of this contract, the customer names as contact person: ………………….……………………………………………………………………….…………… . (2) As the responsible project leader for the contractor, …………………………………………………, will be named. §3 Dates and Periods (1) The research work will be executed on the …………………………...… to …..………………… . (2) The contractor will hand over the test results in form of a report to the customer until ………… . (3) If unexpected events, which influence the timing, occur, the period for the research may be extended based on a mutual written agreement between both parties. Corresponding notification will be given prior to the deadline. §4 Financing (1) For the execution of the work mentioned before, the customer provides funds in the amount of € ................................................. (in words: .................................................................................. ). The object of this contract is research work being subject to the sales tax liability from Jan. 1, 2004, onwards. Therefore, the contractor will charge the sales tax additionally to the performance rendered. (2) The funds will be remitted after the conclusion of the contract on the basis of the contractor’s accounting as follows: € ............................. one week up before the research work € ............................. at ........................................................ € ............................. at ......................................................... € ............................. at ....................................................... .
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§5 Publication (1) Customer and contractor commit themselves to treat all information, knowledge and documents which will be made available to them and their employees in connection with this contract directly or indirectly, respectively which may arise in regard to the research/development, work strictly confidential and not to disclose them to a third party. (2) The results obtained within the frame of the contract will categorically be made available to the customer by the contractor. A disclosure of these results to a third party by the contractor is only possible with the customer’s agreement. (3) The use of the results achieved within the framework of this contract by the contractor for his own purposes in the field of research and teaching will be permitted, except for disclosure for internal affairs of the customer. (4) The customer acknowledges the contractor’s general interest in scientific publications. He assures not to restrict this unreasonable. Especially, the execution of theses will not be hampered. Publications will basically be done to the usual practice of naming the author. (5) The contractor will inform the customer 12 weeks before the submission of publications concerning the subject of the contract of his intention to publish. Within this period of time, it is up to the customer to make patent applications which might be touched by the publication. §6 Property and Exploitation Rights (1) Inventions of the employees, concerning the subject of the contract and being made during the execution of the contract, will be claimed unlimited by the contractors. (2) In case employees of both contract partners are involved in inventions (= common inventions), both contract partners are conjointly entitled to this invention according to their share in the invention. The contract partners will agree on precise property right acitivities by means of verbal or separate written agreements in particular cases. (3) Every contract partner is entitled to use such common inventions and the property rights resulting thereof gratuitously. (4) Both contract partners will decide conjointly on the issuance of licence for common inventions and the property rights of third parties resulting thereof. (5) In case one contract partner should abandon his rights on the patent, respectively resulting from the patent, the full right to dispose of the application in question and/or the property rights will pass to the other contract partner. In this case, the abandoning contract partner keeps a gratuitous, non-transferable usufruct. (6) The definitions mentioned before in this paragraph are, analogously, also valid for nonprotectable technical ideas, information an developments (know-how in the field of the contract, as far as they had been worked out conjointly, respectively have become the subject of the contract for one contract partner).
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(7) The contractor will cede his rights, justified by the invention, on payment of compensation, which has to be determined in the invidual case, to the customer. This compensation may not fall below the amount having to be paid according to the Employee’s Invention Law. (8) In case the inventions are protectable according to sections 1 and 2, the customer can apply for and maintain a property right at his own cost and in his own name by indicating the name of the inventor. The customer commits himself to inform the contractor immediately about the application. (9) The customer entitles the contractor for his own purposes a gratuitous, non-temporary, nontransferable licence of the inventions. §7 Warranty The conctractor commits himself to do the agreed research/development work with the usual accuracy, to the best of his ability, with qualified staff and on the basis of the scientific and engineering state-of-the-art, worked out by him or known to him. §8 Liability (1) The liability of the contractor extends only to the described kind of the execution; however, not to the way of achieving the research/development result aimed for. (2) Any contract partner bears himself damages resulting from the execution of this contract, unless the damage has been caused by an employee of the other contract partner intentionally or grossly negligent. The amount of liability is restricted by the amount of the funds. §9 Termination (1) The contract may be terminated by written notice only for important reason(s). Before the termination is declared, the contract partner, who wants to terminate, must give the other partner the opportunity to give his comments. (2) In case of termination, the results obtained so far have to be delivered/presented by the contractor. (3) In case the customer terminates the contract, the expenses of the contractor arisen until the date of the termination and resulting from accounts payable within the frame of work and not terminable until the termination gets valid, including personnel cost, will have to be refunded by the customer. § 10 Place of Jurisdiction For any business dispute which might arise from this contract, an ordinary court has to be applied. Place of jurisdiction is the city of Magdeburg.
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§ 11 Miscellaneous (1) Changes, additional agreements and amendments to the contract must be made in written form. (2) This contract is subject to German law.
.........................., ........................
Magdeburg, .........................................
.................................................... Customer
............................................................. Contractor D. Niemann Chancellor
……………………………………………. Project leader