RESEARCH COLLABORATION AGREEMENT FOR THE ESTABLISHMENT AND OPERATION OF THE ELECTRICALINFRASTRUCTURE RESEARCH HUB (“EIRH”)
between
OFFSHORE RENEWABLE ENERGY CATAPULT (“ORE Catapult”)
and
UNIVERSITY OF [ ](THE “UNIVERSITY”)
THIS AGREEMENT is dated [ ] 2018
Parties
(1)OFFSHORE RENEWABLE ENERGY CATAPULT (“ORE Catapult”) a company incorporated and registered in England and Wales with company number 04659351 whose registered office is at Offshore House, Albert Street, Blyth, Northumberland, NE24 1LZ
(2)UNIVERSITY OF [ ](the “University”) incorporated by Royal Charter (Company Number[ ]) whose registered office is [ ]
Each individually a Party and together the Parties
Background
(A)ORE Catapult is the UK’s flagship technology innovation and research centre for offshore wind, wave and tidal energy. ORE Catapult uses unique facilities, research and engineering capability to create UK economic benefit from clean growth through renewable energy. ORE Catapult aids development and rapid commercialisation of innovative technology and collaborate widely to de-risk, nurture and commercialise, technological solutions and standards that can be embraced by the market. ORE Catapult Research Hubs (“Research Hubs”) bring together ORE Catapult and UK academic capabilities to support the needs of industry.
(B)ORE Catapult launched the competition for anElectrical Infrastructure Research Hub (“EIRH”) via an open competitive process, for any UK University who wished to co-operate and collaborate in the establishment of the EIRH; creating a complementary team of Researchers and Academics responding to the needs of industry. The University responded to the call with a Proposal setting out their contribution to the establishment of the EIRH (the “Proposal”).
(C)The Parties to this Agreement wish to establish a framework to govern their respective rights and obligations in relation to establishment and operation of the EIRH.
(D)This Agreement sets out the terms and conditions upon which the Parties have agreed that establishment and operation of the EIRH may take place.
Agreed terms
1.Interpretation
1.1The definitions and rules of interpretation in this clause apply in this Agreement.
Affiliates: any associated Centres, partnered academic institutions or other research consortia partners referred to or relied upon as part of the Proposal
Annual Review: means the annual assessment conducted according to the procedures and processes set out in clause 7 by ORE Catapult and the University jointly of the EIRH’s performance measured against the agreed KPI’s set out in Schedule 3 and with reference to the original University Proposal, the agreed Research Programmecontained in Schedule 4 (revised on an annual basis), which shall take place on each anniversary following the Commencement Date of this Agreement for the duration of the Term.
Background Intellectual Property: means any information, techniques, Know-how, software and materials (regardless of the form or medium in which they are disclosed or stored) that are provided by one party to another for use in relation to this Agreement (whether before or after the date of this Agreement), except any Foreground Intellectual Property.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in Englandare open for business.
Charges: the charges payable by a Party to the other in relation to a Project (if any), as set out in each case in a Project Schedule.
Commencement Date:means [ 2018].
EIRH means Electrical Infrastructure Research Hub
Facilities:means any access to equipment or workshops and laboratory space referred to as part of the Proposal
Foreground Intellectual Property: means any information, Know-how, results, inventions, software and other Intellectual Property identified or first reduced to practice or writing in the course of the Research Programme.
Formal Review: means the assessment conducted according to the procedures and processes set out in clause 7 by ORE Catapult and the University jointly of the EIRH’s performance measured against the agreed KPI’s and with reference to the original University Proposaland the agreed Research Programme in forcewhich takes place onor around the second anniversary of the Commencement Date.
Group: in relation to a company, that company, any subsidiary or holding company from time to time of that company and any subsidiary from time to time.
Group Company: in relation to a company, any member of its Group.
Holding company: has the meaning given in clause 1.7.
Input: in relation to a Party, the services, resources, manpower or other tangibles or intangibles that such Party provides in accordance with this Agreement in relation to the Research Programme.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Project: a project agreed by the Parties in accordanceclause 3 and in accordance with the overall Research Programme in relation to which the Parties will collaborate in accordance with this Agreement, as further described in a particular Project Schedule. Projects may include any proposed PhD’s and/or proposed funding bids.
Project Period: subject to earlier termination in accordance with this Agreement, the period from the start date to the end date for a Project, as set out in a Project Schedule.
Project Schedule: a document specifying particulars in relation to a particular Project, agreed by the Parties in accordance with clause 3 in the format stipulated in Schedule 4.
Research Priority Areas: means the overarching areas of research focus more particularly described in clause 3.1
Research Programme: the overarching programme of work established and agreed between the Parties against which the budget is assigned and updated on an annual basis
Subsidiary: has the meaning given in clause 1.7.
Term: the period of five (5) years from the Commencement Date as more particularly described in clause 2.2
1.2Clause, Schedule and paragraph headings shall not affect the interpretation of this Agreement.
1.3The Schedule forms part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules.
1.4References to clauses and Schedules are to the clauses and Schedules of this Agreement and references to paragraphs are to paragraphs of the Schedule.
1.5A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality)
1.6A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.7A reference to a Holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006 [and a company shall be treated, for the purposes only of the membership requirement contained in sections 1159(1)(b) and (c), as a member of another company even if its shares in that other company are registered in the name of (a) another person (or its nominee) by way of security or in connection with the taking of security, or (b) its nominee]. In the case of a limited liability partnership which is a subsidiary of a company or another limited liability partnership, section 1159 of the Companies Act 2006 shall be amended so that: (a) references in sections 1159(1)(a) and (c) to voting rights are to the members' rights to vote on all or substantially all matters which are decided by a vote of the members of the limited liability partnership; and (b) the reference in section 1159(1)(b) to the right to appoint or remove a majority of its board of directors is to the right to appoint or remove members holding a majority of the voting rights.
1.8Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.9Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.10A reference to any Party shall include that Party's personal representatives, successors and permitted assigns.
1.11A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
1.12A reference to a statute or statutory provision shall include all subordinate legislation made under that statute or statutory provision.
1.13A reference to writing or writtenincludes e-mail.
1.14Where there is a conflict between the terms and conditions of this Agreement, and a Project Schedule, the terms and conditions shall prevail to the extent of the inconsistency.
1.15Any reference to this Agreement terminating shall, where the context requires, include a reference to this Agreement terminating by expiry.
2.Duration and termination
2.1This Agreement shall commence on the Commencement Date
2.2The intended Term of this Agreement shall be for an initial five (5) years with an Annual Review taking place twelve (12) months from the Commencement Date and, save where the Formal Review takes place during the same year, annually thereafter during the Term,
2.3A Formal Review shall take place after the initial two (2) years from the Commencement Date.
2.4Subject to satisfactory completion of the initial five (5) year Term, the Agreement may be extended for a further period (up to five (5) years), provisional on receipt of evidence of additional further funding commitments.
3.Collaboration and Projects
3.1The Parties shall co-operate within the agreed Research Programme of the EIRHas outlined further in Schedule 4, through activities under the following Research Technical Objectives:-
[ objectives to be inserted ]
3.2The Parties shall agree the annual Research Programmeat the General Workshop each year.
3.3The Parties agree that the outline Projects for the year in pursuit of the Research Objectives described at clause 3.1 shall be approved at the General Workshop. Management and progress updates will be monitored via the quarterly Co-ordination Meetings
3.4A proposing Party may submit a proposal for a new/revised Project falling within the scope of the Research Programme to the receiving Party via the Co-ordination Meetingsduring the course of the year. The proposal shall contain high level details of the proposed Project, including an indication of the Parties' likely respective Inputs including resourcing and/or additional budget required from either Party.
3.5On receipt of a proposal, the receiving Party shall consider it, provide the proposing Party with its comments and the Parties shall then discuss whether they wish to approve the Project as part of the annual Research Programme. Although the Parties shall approach all proposals reasonably, either Party may, in its absolute discretion, decline to agree to formalise a proposal into a Project.
3.6Once agreed, each individual Project should be formalised via a Project Schedule signed by both Parties in the template set out in Schedule 5. Once signed by both Parties, a Project Schedule becomes part of the Agreement.
3.7Each Party shall in relation to the obligations allocated to it in aparticular Project or the overarching Research Programme:
(a)perform such obligations, including by providing the Inputs in accordance with timeframes or milestones (if any) specified in the Project Schedule/Research Programme;
(b)use reasonable care and skill in performing such obligations;
(c)comply with good industry practice;
(d)comply with all laws applicable to it;
(e)obtain and maintain consents, licences and permissions (statutory, regulatory, contractual or otherwise) that are necessary to enable it to comply with such obligations;
(f)ensure that the Inputs it provides conform with descriptions and specifications (if any) set out in the applicable Project Schedule/Research Programme; and
(g)if on the other Party's premises, comply with that Party's health and safety and site regulations made known to it.
3.8Each Party shall ensure that any Personnel (as same is defined in clause 8) engaged in performing its obligations under a Project Schedule are suitably qualified and experienced and identified on the Project Schedule.
4.Existing arrangements
4.1Subject to clause 4.2, Nothing in this Agreement shall restrict either Party's right to continue to conduct its business activities or arrangements that existed on the Commencement Date or that otherwise come into being outside the scope of this Agreement.
4.2However, as the Parties will be working together in relation to the Research Programme and individual Projects each Party may have access to information or Intellectual Property Rights of the other, each Party acknowledges that the other Party will need to protect such information and Intellectual Property Rights in accordance with clause11 and clause14.
5.Governance structure and information flow
5.1The Parties agree to abide by the following governance structure throughout the Term of the Agreement;
Governance Meetings / Regularity / Attendees / Topics for DiscussionGeneral Workshop / Annually / Chaired by ORE Catapult Director, attendance by both collective research Personnel / Overall supervision of the Research Programme including adherence to annual funding commitments and agreeing funding plans and KPI’s for the next year.
Where Formal Review or Annual Reviews are scheduled to take place under clause 7, these shall immediately precede the General Workshop.
Co-ordination Meetings
Extraordinary Co-ordination Meetings may be called on seven (7) days prior notice / Quarterly / Chaired by Head of Strategic Research (ORE Catapult) attended by the Electrical KA Leader and AEP Manager (ORE Catapult) and the Scientific Director and, Senior Academic (University). / Review of progress of any Projects and Project specific KPI’s as they arise from time to time.
Monitor Personnel allocations.
Agree forthcoming funding bids to be submitted.
Discuss and agree proposals.
Discuss and agree individual Project proposals and scope in advance of sign offfrom the ORE Catapult Director and the University’s Scientific Director
Technical Meetings / Monthly / Chaired by Electrical KA Leader or Scientific Director/Senior Academic on a rotating basis. Attended by Electrical KA Leader, AEP Manager (ORE Catapult), Scientific Director or Senior Academic (University) plus research Personnel as deemed relevant / Technical Project Discussions on all ongoing activities in the Research Programme.
5.2To enable the Parties to maximise the benefits of their collaboration, in addition to the Governance Meetings described in clause 5.1, each Party shall:
(a)engage the other in planning discussions in relation to the Research Programme from time to time;
(b)keep the other Party informed about its own progress in relation to each Project forming part of the annual Research Programme;
(c)discuss and appraise opportunities for leveraging additional funding into the EIRH; and
(d)facilitate regular discussions between appropriate members of its personnel and those of the other Party in relation to the Research Programme and each individual Project, including in relation to:
(i)performance and issues of concern in relation to each Project and/or the Research Programme;
(ii)new developments and resource requirements;
(iii)compliance with deadlines; and
(iv)such other matters as may be agreed between the Parties from time to time.
5.3Each Party shall:
(a)supply to the other Party information and assistance reasonably requested by it relating to a Project/the Research Programme as is necessary to enable that other Party to perform its own obligations in relation to the Project/the Research Programme; and
(b)review documentation, including draft specifications or service descriptions or other technical documentation, for use when performing its obligations in relation to a Project/the Research Programme (if any), as soon as reasonably practicable at the request of the other Party, and notify it of any errors or incorrect assumptions made in any such documents so far as it is aware.
6.Obligations and responsibilities of the Parties
6.1The Parties acknowledge the contractual nature of their obligations set out in the Proposal submitted by the Universityas detailed in Schedule 1.
6.2Details of the resources dedicated by each Party to the EIRH (“Personnel”) is set out at Schedule 2. Each Party has responsibility for the supervision and management of their own Personnel. Each Party shall consult with the other Party prior to any amendments to the Personnel working on the EIRH.
6.3The University shall ensure that any Personnel dedicated to the EIRH are available to devote the time indicated in the Proposal to activities of the EIRH.
6.4Both Parties shall ensure that any Personnel dedicated to the EIRHare suitable and take part in the efficient implementation of the Research Programme/individual Projects as they arise from time to time in a professional and ethical manner, with reasonable skill and care.
6.5Where a Party requires to recruit Personnel specifically to participate in the EIRH, the other Party shall be entitled to participate in the interview process and may object to any such proposed appointment to the EIRHwithin ten Business Days of if, in its reasonable opinion, it considers the proposed replacement to be unsuitable and/or unqualified to perform the activities required from them for the purposes of the EIRH.
6.6Both Parties will use reasonable endeavours to provide adequate Facilities; to obtain any requisite materials and equipment in furtherance of the activities of the EIRH in the Research Programme.
6.7The University and ORE Catapultshall agree to fund the activities of the EIRH as agreed in each annual Research Programme.
7.Formal Reviews and annual reviews
7.1The Parties acknowledge that the success of the EIRH is dependent on the Inputs from each Party.
7.2The Parties acknowledge that the EIRH shall be monitored against a set of Key Performance Indicators (“KPI”) set out more fully in Schedule 3which will be reviewed on an annual basisat the General Workshop Meeting.
7.3The KPIs set out the minimum expectation of the Parties for the performance of the EIRH. Failure of the EIRH to meet any individual KPI shall not automatically be cause for termination of this Agreement.
7.4In the event that a Formal Review or Annual Review determines that one or more KPIs are not met, the following shall apply:
7.4.1The Party noted in Schedule 3 as holding accountability for the KPI (“Accountable Party”) shall provide to the other Party (“KPI Partner”) a report (“KPI Report”) specifying the reasons the KPI has not been met and a proposal to: