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 SIGNED on behalf of
The University The Company
Name: Name:
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Position: Position:
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Signature: Signature:
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Date: Date:
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Terms and Conditions
University of Warwick Version 1
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 1430 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 within 14 days after 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.
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