TU DELFT COOPERATION AGREEMENT
for Graduation and Internship Projects at Companies
……………………… Faculty
1. Parties:
1.1. TU Delft, represented by the Dean of the …………………… Faculty, hereby represented by ……………….., hereinafter to be referred to as: TU Delft;
and
1.2. (Company name) ……………….., hereby represented by its Manager, hereinafter to be referred to as: “the Company”;
and
1.3. (Student’s name and study number)
……………….., study number ………………..,
enrolled as a student at TU Delft for the degree programme ………………., hereinafter to be referred to as: “the Student”;
Whereas:
1. TU Delft understands that it is important for its students that they already learn to cooperate with a company during their degree programmes, that its own academic position benefits from testing its knowledge and working methods against actual practice and that the Company has an interest in safeguarding its competitive position for the long term;
2. The Company understands that it is important for its business operations that it expand its knowledge, creativity and capacity, in return for an appropriate fee, through cooperation with TU Delft, and that both TU Delft and its students have an interest in publishing project results in an appropriate manner;
3. The Student understands that cooperation with a company represents a unique learning experience which, at the same time, makes special demands on the working methods, communication and right to results;
hereby agree that they shall cooperate in a project which is described further below in the Specific Provisions in Section2 and to which the General Provisions included in Section3 shall also apply. In this cooperation, the Student shall perform the role of problem solver and implementer, TU Delft, the role of university mentor and evaluator, and the Company, the role of industry mentor and problem owner.
2. Specific Provisions
2.1. Subject matter of the project
1. Project title: ……….
2. Brief description of the hypothesis: ……….
3. Purpose and application of the results: ……….
4. Intended number of reports (including interim reports): ……….
5. Realisation of prototype: a prototype is/is not* envisaged.
2.2. Duration and supervision
1. The project is scheduled for the following period:
Start date: ……………….. End date: ………………..
2. TU Delft hereby designates as the supervisor(s):
Name: ……………….. Name: ………………..
Address: ……………….. Address: ………………..
Telephone: ……………….. Telephone: ………………..
E-mail: ……………….. E-mail: ………………..
3. The Company hereby designates as the supervisor(s):
Name: ……………….. Name: ………………..
Address: ……………….. Address: ………………..
Telephone: ……………….. Telephone: ………………..
E-mail: ……………….. E-mail: ………………..
2.3. Fee
The Company shall/shall not* pay TU Delft a fee for this project. If applicable, the Company hereby undertakes to transfer the fee stated below for the period referred to in Article1 to the account number in TU Delft’s name indicated in the invoice. The fee to be furnished by the Company shall be: EUR……………….. (exclusive of VAT).
2.4. Confidentiality
The results of this project shall/shall not* be considered information to be kept confidential. If not, the General Provision 17 shall apply. If so, the end date of the embargo shall be ……………….. or ………. months after the project end date.
2.5. Miscellaneous agreements
In deviation from and/or supplementary to the Specific Provisions stated above and the General Provisions for Cooperation Agreements stated below, the following agreements shall also apply: ………………..
* Cross out what is not applicable
3. General Provisions for Cooperation in Graduation and Internship Projects
1. These General Provisions shall apply to every graduation and internship project of students who are enrolled as a student at TU Delft and carry out their project in part at an institution or company which is not TU Delft.
2. The Agreement shall not apply as long as the Specific Provisions 2.1 through 2.4 have not been filled in and the Agreement has not been signed by all the parties.
3. Any deviations from these General Provisions must be supported by reasons and shall only be effective if they are included in the Specific Provisions, with a clear reference to the General Provision being deviated from.
Project work
4. The Company shall give the Student the opportunity to perform project work at, for or with the Company.
5. The Company and TU Delft hereby undertake to ensure that the work is supervised properly.
6. In his/her project work, the Student shall follow the instructions of his/her supervisor(s).
7. The Student shall not perform any other activities at the Company outside what has been stated in this Cooperation Agreement.
8. The Student shall remain enrolled at TU Delft while the project work is being carried out.
Rules of conduct
9. In the interest of order, safety and health, the Student shall comply with the rules of conduct, regulations and instructions applicable to the Company’s employees when he/she is at the Company, and shall comply with the given rules of conduct, regulations and instructions applicable to TU Delft’s employees when he/she is travelling from TU Delft to the Company and back. The Student shall be timely informed of the applicable rules and regulations.
Reimbursement of expenses
10. In addition to what has been agreed on in the Specific Provisions, the Company shall reimburse any travel and accommodation expenses and other project-related expenses incurred by the Student, in accordance with the Company’s schemes in this regard. If the Company does not have such a scheme, the aforementioned costs – to be incurred solely after prior consultation – shall subsequently be reimbursed by the Company to the Student upon presentation of invoices and receipts.
11. The costs to be incurred as part of the internship for materials, presentations and creating models and prototypes shall be paid by the Company. Insofar as applicable (for example, the costs of materials but not labour costs), TU Delft shall claim these expenses from the Company.
12. The Student shall claim the expenses incurred within two weeks after the project ends, either at the Company or at TU Delft. Expense statements after this date shall become void, and the expenses shall be paid by the Student in that case.
Attendance, leave, illness
13. The days which the Student does not work at TU Delft shall not be considered part of the project period.
14. During the project period, the Student shall not be absent without TU Delft’s permission.
15. The Student shall work the number of days on the project which is standard to attain the number of ECTS credits concerned or as much as necessary to carry out the graduation project properly. Requests for additional leave may only be allowed by the TU Delft supervisor after consultation the Company.
16. In the event of illness, the Student shall inform the TU Delft supervisor and the company. In the event of a chronic illness, the consequences for the project and Student shall be discussed with the supervisors and the company.
Confidentiality
17. The Student and TU Delft hereby undertake to maintain the confidentiality of business information of which they have become aware while carrying out the project and as to which the Company has expressly told them in writing that confidentiality is necessary. This duty of confidentiality shall apply for at most two years after the Student or TU Delft becomes aware of the business information. It shall not, however, apply to:
a. information which is already in the possession of the Student and/or TU Delft at the time this is communicated to the Student and/or TU Delft;
b. information which is generally known on the date that this is communicated to the Student and/or TU Delft;
c. information which has been rightfully obtained by the Student and/or TU Delft from third parties;
d. information which has become generally known after the date the Student and/or TU Delft became aware of it, except if the information has become generally known as a result of wrongful acts or omissions on the part of the Student and/or TU Delft.
18. The results of the work shall not be considered part of the information to be kept confidential, unless expressly indicated otherwise in Specific Provision 2.4 of this Agreement.
19. If consideration is being given to requesting a patent for certain results of the work, these results shall be kept confidential until the patent is requested or until the time it is expressly decided not to request a patent. The confidentiality period shall be at most six months in this connection.
20. If information or results in connection with the project are subject to the duty of confidentiality, but must also be disclosed to third parties, this shall not occur without the permission of the Company or the party requesting the patent, if applicable. In that case, a written confidentiality statement must be used in contacts with third parties.
Right to results
21. The knowledge and know-how (background information) contributed by the parties shall continue to be owned by the party contributing these. The parties shall, for no consideration, mutually furnish each other the right to apply the knowledge and know-how contributed by them to carry out the project.
22. If, to exploit the results of the work commercially, a party must utilise knowledge and know-how contributed by the other party, this shall only be possible after the contributing party has granted a licence for this to the exploiting party on market terms.
23. The results of the work shall be available for use by the Company within the application of the project, subject to the provisions below regarding intellectual property claims.
24. The Company shall be entitled to use the results in the application of the project for third parties, and to have third parties use these, subject to the provisions above regarding knowledge and know-how contributed and the provisions below regarding patent claims.
25. TU Delft shall also be entitled to use the results for third parties, and to have third parties use these, unless the Company’s interests would be seriously harmed as a result. The Company must show that this is likely.
26. TU Delft shall be entitled to use the results internally for its own research and education.
27. During the term of the Agreement, the results of the work shall be available to the Student in order to perform the work, leading to reports and, possibly, prototypes and/or models.
Patent rights
28. If the Student’s work results in an invention for which a patent is requested, and the subject matter was substantively formulated for the most part around a hypothesis by the Company, the patent claim shall be held by the Company, unless the invention is unrelated to the subject matter of the work or if the parties agree otherwise. If a patent is requested by the Company, TU Delft shall, for a six-month period, calculated from the priority date, have the initial right to acquire a licence, for no consideration, for applications outside the scope of the project.
29. If the Student’s work results in an invention for which a patent is requested, and the subject matter was substantively formulated for the most part around a hypothesis by TU Delft, the patent claim shall be held by TU Delft, unless the invention is unrelated to the subject matter of the work or if the parties agree otherwise. If a patent is requested by TU Delft, the Company shall, for a six-month period, calculated from the priority date, have the initial right to acquire a licence on market terms.
30. Unless otherwise agreed, all costs related to requesting and/or maintaining a patent shall be borne by the requesting party.
31. If the Student has come up with an invention which is patentable and for which the Company has requested a patent, the Student Team members shall be identified as the inventors in the patent application and patent, and, in connection with the financial importance of the invention and with the circumstances under which it occurred, they shall be entitled to reasonable financial compensation from the Company under Article12.6 of the Patents Act.
32. If the Student has come up with an invention which is patentable and for which TU Delft has requested a patent, the Student Team members shall be identified as the inventors in the patent application and patent. If TU Delft receives income from or through application of this patent, the Student shall be entitled to a portion of the income in accordance with the remuneration scheme for inventors applicable at TU Delft.
Copyrights and publications
33. The copyright for the report(s) shall be held by the Student, so that he/she shall be entitled to disclose and copy this/these. The provisions applicable to confidentiality in Specific Provision 2.4 and General Provisions 17 through 20 above shall be taken into account in this regard. TU Delft shall be entitled to at most five copies of this/these report(s) for the TU and Faculty Libraries and the research group which includes the TU Delft supervisor(s).
34. Except for the rights to the report(s), all copyrights shall be held by the Company, unless the subject matter of the project was substantively formulated for the most part around a hypothesis by TU Delft, which shall hold the copyrights in that case.
35. After the project work is ended, the Student shall provide a final report to the Company. He/She shall give the TU Delft supervisor(s) a copy of this. Theses shall be provided to TU Delft, with a copy for the Company.
36. If the Company believes that its commercial interests may reasonably be harmed through publication of the final report, the text of the report may be adjusted in consultation between the supervisors and Student Team, before the Student publishes the report.
37. If the Company has not requested consultation within one month after it is provided the final report, the Student shall be entitled to publish the report without change after this month expires.
38. None of this shall affect the Student’s right to provide the supervising professor the original text of the final report. The professor shall treat this copy as confidential.
Rights to models and trademark rights
39. Unless otherwise agreed by the parties, prototypes created in connection with the project shall be owned by the party incurring the costs for this.