………………………………………………….
Vigo, …………… 20....
CONTRACT
The University of Vigo (hereinafter “UVIGO”), with Fiscal Identification Code Q-8650002B and Registered Office at Campus Universitario s/n, Vigo, Spain, represented for the signature of this contract by its Vice-rector of Research and Technology Transfer, Mrs. María Asunción Longo González, of the one part,
and ………………….(hereinafter “the COMPANY”), with Fiscal Identification Code ……………………………….,Nace code ………..and Registered Office at …………………………………………………., ……., represented by its ……………….., Mr. ………………..., of the other part.
Mutually recognise their legal capacity to sign the present research contract.
WHEREAS
FIRST. UVIGO is an entity engaged in research, teaching, scientific and technological development.
SECOND. The COMPANY and the UVIGO show their interest to collaborate in research and development in the field of ………………………..
THIRD. The results of research on ………………………………..designed under the direction of Dr. ……………………. of the Department of …………………………… (UVIGO) are of interest to the COMPANY.
FOURTH. Both the COMPANY and UVIGO desire collaboration in this field and wish to enter into a contract regulating the research relationship between them.
FIFTH. This AGREEMENT is protected under the article 83 of the Organic Law of Universities (Law 6/2001, the 21th of December, charged by Law 4/2007, the 12th of April), and the rest of the laws
In consideration of which, they agree to the following terms and conditions established in this contract.
Article 1- Scope of Research
1. The COMPANY hereby contracts with UVIGO for the latter to carry out a Research Project in the field of …………………………………………….. in accordance with the conditions of this CONTRACT.
2. The activities pursued by UVIGO under this CONTRACT shall be carried out at the Department of …………………………………….. (UVIGO) by a team detailed in the report below, under the direction of Dr. ………………………... .
Article 2- Responsibilities
The responsible for the activities development will be the professor Mr./Mrs…………….., attached to the Department of……………and Mr./Mrs.…………. who will act on behalf of the COMPANY.
Article 3- Reports
The Department of…………….. (UVIGO) will regularly inform the COMPANY about the activities development.
After the completion of the project, a final report will be issued establishing the main conclusions.
Article 4- Duration
The term of this CONTRACT shall be ……….months from the date of signature. The activities carried out in this period of time are detailed in the report. These activities will be scheduled by mutual agreement in accordance with the conditions of this CONTRACT.
Article 5- Payment
1. In payment of the above activities, the COMPANY shall pay UVIGO the sum of ………………… EUROS and any applicable taxes according to current European laws will be added, in accordance with the following schedule:
- … % of the total sum established in this contract plus taxes, if applicable, at signature of the CONTRACT.
- … % of the total sum established in this contract plus taxes, if applicable, at this date………………..
- … % of the total sum established in this contract plus taxes, if applicable, at the end of the validity period of this contract.
2. The sum will be paid against invoices in account number IBAN: ES26 2080 5000 6131 1026 3753 opened in ABANCA Corporación bancaria in name of UVIGO.
Invoices will be sent by electronic means to:
Contact person: …………………………
Phone number:…………………….
E-mail: ………………………….
Article 6- Applicable law
This CONTRACT shall be governed by and construed in accordance with the Spanish laws.
Article 7- Confidentiality
Each part is undertaken not to disclose, under any circumstances, the technical or scientific information during the progress of the research project of this contract, whereas this information is not public knowledge.
The data and the reports obtained during the execution of the joint projects, as well as the final results will be confidential. When one of the parts will use the final or partial results, totally or partially, in order to publish them as an article, conference, etc. it will ask for written conformity to the other part, by registered letter sent to the project responsible for this part.
The other part shall answer in a maximal deadline of 30 days, giving notice of their authority, reservations or nonconformity about the information included in the article or conference. In the event of effluxion of time without answer, it is understood that the silence is the tacit consent for its spread.
Both in publications and patents, the authors of the work will be mentioned; in the event of patents, they will appear as inventors. In any case of results spread, we will always refer to this contract.
Article 8- Intellectual Property Rights
As the research results are patentable, the COMPANY will have priority to deposit the patents. The researchers of the University of Vigo who have participated in the research will appear as inventors. However, the COMPANY will previously inform the UVIGO of any decision.
If the COMPANY is not interested in any patentable results originated in the project, it shall be communicated to the UVIGO in the following six months after their obtaining. The UVIGO will decide if it wants to protect or exploit these results.
Article 9- Exploitation of results
1. The COMPANY can freely exploit the results, patentable or not, originated in the research project of this contract.
The COMPANY will give to the UVIGO the timely royalties defined as follows:
-whereas similar products or procedures existing at the market
-whereas the intellectual and financial contributions of the parties to the research project and the progress of the procedures or products.
2. All fiscal charges in producing and marketing exploitation of the research results will be met by the COMPANY except the charges to the customers.
3. If the COMPANY subcontracts the production and/or marketing running of the research results due to marketing or other reasons, the COMPANY must communicate it to the UVIGO and safeguard their rights regarding the stipulated royalties and secret.
4. The COMPANY shall assume all responsibilities for the warranties regarding the purpose of its production and given to all customers.
The UVIGO does not assume any responsibility towards third persons and it is totally free of disputes about patents and other derived from the production and marketing running of the research results.
Article 10- Amendments
1. The research of this contract could be terminated by mutual agreement procedure between the contracting parties, because the task has been performed before the established period or for another cause.
The Department of…………………of the UVIGO shall give to the COMPANY a Report about the results obtained until the termination and it can freely use these results, whenever it safeguards the conditions in clauses 6 et seq.
2. The breach of any of the obligations of this contract by one of the parties will give to the other party the right to terminate it, and all rights about this research will be automatically cancelled.
Article 11- Disagreement
In the event of disagreement between the parties, a Parity Mixed Commission, composed at that time by persons of the COMPANY and the University, shall intend to solve them.
Article 12- Jurisdiction
The COMPANY declares that it knows the situation of Public Right Entity of the UVIGO and, therefore, the applicability of the administrative procedure norms. And, where appropriate, the contracting parties will place the divergences about construction or breach of contract before Contentious Administrative Jurisdiction.
IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS
CONTRACT
THE COMPANY UVIGO
Signed by: Signed by:
Vice-Rector Mrs. María Asunción Longo González