[insert project reference]

(1) GLYNDWR UNIVERSITY

- and -

(2) (COMPANY NAME)

KNOWLEDGE TRANSFER PARTNERSHIP AGREEMENT
KTP Project ref.

THIS AGREEMENT is made between

Glyndŵr University, Plas Coch, Mold Road, Wrexham LL11 2AW ("the university")

And

COMPANY NAME (Registered in England and Wales under company number COMPANY REGISTRATION NO) whose registered office is COMPANY ADDRESS ("the company")

WHEREAS:

A The university and the company wish to establish or have established a Knowledge Transfer Partnership under which the university shall provide an Associate to carry out research and development services in relation to the Knowledge Transfer Partnership under the supervision of the Supervisor.

B The provision of the services and the provision of funds by the company is subject to the following terms and conditions.

NOW IT IS AGREED BETWEEN THE PARTIES as follows:

1.  Definitions

In this Agreement the following words shall have the following meanings unless inconsistent with the context:

1.2 "Associate" means the person employed by the university and appointed pursuant to clause 4 below;

1.3 "Background Intellectual Property" means any information, know how and Intellectual Property made available by one of the parties for use in the Project but not generated in the course of the Services;

1.4 “Confidential Information” means any and all information disclosed by one Party to the other in an oral, written or other tangible form. This information includes but is not limited to data; specifications; drawings; designs; formulae; know how; computer programmes or other software; commercial, financial or propriety material; industrial and/or intellectual property.

1.6 “Intellectual Property” means any patents, registered designs, trade marks and service marks, rights in semiconductor chip topographics, design rights, application for any of the foregoing, copyright, database right know how, trade or business names and other similar rights or obligations whether registrable or not in any country and any applications to register any of the aforementioned rights and any other intellectual or industrial property right of any nature in any part of the world.

1.7 “Local Management Committee” means the project management group comprising personnel from the company, the university and Momenta.

1.8 "Offer Letter" means the Momenta offer letter, grant application and proposal form including the Joint Commitment Statement set out at appendix 1;

1.10 "Project" means the Knowledge Transfer Partnership work plan set out in the Offer Letter;

1.11 "Resulting Intellectual Property" means individually and collectively all inventions, improvements and/or discoveries which are conceived and/or made by one or more employees, students or other agents of the university in the carrying out of the Services;

1.12 "Services" means the Services described in the Offer Letter to be carried out by the Associate under the direction of ACADEMIC SUPERVISOR of the Department of DEPARTMENT NAME ("Supervisor") of the university or of such other members of staff as the company, and the university shall mutually agree;

1.13 "Momenta" means Momenta of Knowledge Transfer Partnerships Office, B329, Harwell Building Park, Didcot, Oxfordshire OX11 0QJ

2.  Headings

The headings in this Agreement are for ease of reference only and shall not be taken into account in the construction or interpretation of any provision to which they refer.

3.  Term

This Agreement shall take effect on the date of signature by both Parties and subject to termination provisions contained in this Agreement shall continue in effect until the Final Report on the progress and achievements of the Project has been submitted to Momenta. The Parties agree that termination of this Agreement will not release the parties from their rights and obligations under clause 9.

4 Services

4.1 The university shall appoint:

·  the Associate who shall work at company's place of business (or such other place as the company may reasonably direct), and

·  the Supervisor who will be stationed at the university but shall make regular visits to the company, and

4.2 Notwithstanding that the Associate shall be an employee of the university, the university shall act in close consultation with the company in all matters relating to the selection, salary and termination of the Associate.

4.3 Nothing in this agreement shall prevent the university or the Supervisor from acting in a similar or any other capacity for any other person or for the university.

4.4 The university shall use reasonable endeavours to perform the Services with reasonable care and skill and substantially in accordance with the terms and conditions of this agreement. The Company and the university may however at any time amend the Services by mutual written agreement.

4.5 The Associate shall at all times remain under the control, direction and supervision of the university to whom any complaints of grievances relating to the Services should be referred.

4.6 The Parties agree that title to equipment purchased using funds identified in the project budget shall be vested in the university, unless the minutes of a Local Management Committee meeting show otherwise in the case of any specific item(s).

5 Payments

5.1 The company shall pay to the university the fee specified in the Offer Letter together with any Value Added Tax payable in respect thereof in [XXXX] equal instalments [monthly in advance or other arrangement as agreed] commencing on the date that employment of the Associate by the university commences.

5.2 Should the salary of the Associate exceed that envisioned in the Offer Letter the company agrees to pay any associated additional salary costs and on-costs.

5.3 In the event of late payment for whatever reason the university shall have the right to:

5.3.1 suspend any further performance of the Services; and

5.3.2 to charge interest on all outstanding monies due from the company to the university whether before or after judgment at the rate of 3% above the base lending rate of Barclays Bank plc from time to time.

5.4 Should the performance of the Services be suspended for a period of 30 days or more at the request of the company or delayed through a default of the company to provide such information as the university may require, then the university shall be entitled to payment for the Services already carried out and for any materials specifically purchased in connection with the Services nothwithstanding clause 5.1 above.

5.5 Should the project be suspended with the agreement of Momenta (for example, should it be necessary to recruit an alternative Associate), the company will not be required to make any payments in respect of the period of suspension.

6 Publicity

The company will not use the name of the university nor of its staff in any publicity advertising or news release without the prior written approval of an authorised representative of the university. The university will not use the name of the company in any publicity without the prior written approval of the company, unless bound to do so by reason of some legal, statutory or quasi-statutory obligation.

7.  Intellectual property

7.1 For the avoidance of doubt all Background Intellectual Property used in connection with the Services shall remain the property of the party introducing the same.

7.2 In consideration of the company entering into this agreement, the university hereby assigns to the company (including, to the extent necessary, by way of future assignment) all rights to any Resulting Intellectual Property.

7.3 Notwithstanding any prior termination of this agreement, at the request and expense of the company the university shall use all reasonable endeavours to:

7.3.1 do all things necessary or desirable to enable the company or its nominee to confirm absolute title to and ownership of and to obtain the benefit of the invention, development, discovery, improvement, process, design or copyright work (as the case may be) and to secure patent or other appropriate forms of protection for it throughout the world;

7.3.2 provide to the company all such assistance as the company may require in relation to the resolution of questions concerning patent, copyright or other intellectual property proprietary rights assigned by virtue of this clause 7,

and decisions as to the procuring of a patent or other appropriate protection and exploitation shall be in the sole discretion of the company.

7.4 If the company requires access to Background Intellectual Property owned by the university, the university expresses its willingness to grant a separate licence for the purpose upon fair and reasonable commercial terms.

7.5 Upon completion of the Project, the company agrees to grant to the university, free of charge, a worldwide, sole licence of unlimited duration to use and exploit the Resulting Intellectual Property for academic research and teaching purposes, to include the university's engagement in collaborative and/or commercial projects with companies and other organisations, with the restriction that the university shall not engage in such collaborative projects that [specify here the company’s restrictions]

8 Royalty

In consideration of the rights granted under this agreement the company shall pay a royalty to the university on all revenues (including but not limited to all revenues from product sales and licensing) generated from commercial exploitation of Resulting Intellectual Property and shall upon generation of Resulting Intellectual Property enter into discussions with the university to determine appropriate royalty rates in good faith.

9. Confidentiality

9.1 The Party receiving the Confidential Information (“the Recipient”) passed to them by or on behalf of the other Party (“the Discloser”) shall treat all such information as confidential unless it is specifically identified as being non-confidential. Where such information is disclosed in oral, visual or machine-readable form and either Party wishes there to be formal evidence of the disclosure, it should be identified and briefly described in writing within thirty (30) days from its being disclosed.

9.2 The Recipient shall only disclose the Discloser’s Confidential Information to those of its employees and, in the case of the university, students and agents who need to know it for the purpose of the Project provided that such persons have signed express confidential undertakings with the Recipient and are made aware of the Recipient’s confidentiality obligations to the Discloser.

9.3 The Recipient shall not file patent applications or similar protection for inventions solely or partly arising from the results of the discussions and evaluation carried out under this Agreement without the prior written consent of the Discloser and not to file any such application in respect of, or which discloses in whole or in part, the Discloser’s Confidential Information without the prior written consent of the latter.

9.4 At any time upon request of the Discloser, the Recipient shall either return promptly to the Discloser all documents and other materials containing Confidential Information, including all copies thereof, or destroy such copies.

9.5 The undertakings contained this clause 9 shall not apply to any Confidential Information which:

9.5.1 was lawfully obtained free of any duty of confidentiality otherwise than directly or indirectly from the Discloser;

9.5.2 was already in the Recipient’s possession prior to the date of disclosure by the Discloser to the Recipient (which the recipient can show from written records);

9.5.3 is in, or subsequently enters the public domain (other than as a result of any breach of the terms of this Agreement);

9.5.4 is required to be disclosed by law but only to the extent as is required for that purpose;

9.5.5 is approved for release from the provisions of this Agreement by written authorisation from the Discloser.

9.6 The obligations imposed by this clause 9 shall continue notwithstanding the termination of this Agreement.

10 Publication

10.1 If either Party or its staff should wish to publish or present a paper incorporating any of the results arising from the Project, the prospective author(s) shall notify the other Party and provide a copy thereof prior to its submission for publication or presentation. The other Party will respond within thirty (30) days of notification and shall not withhold its consent to any such publication or presentation unless in their reasonable opinion it will be necessary to protect the confidentiality of any Confidential Information if disclosure would prejudice the novelty of any application made for a patent, or would materially adversely affect the Party’s commercial interests in such Confidential Information. In the event that an objecting Party withholds its consent, The Party wishing to publish or present shall refrain from publication or presentation for a maximum of six (6) months from the date of receipt of the notification of the withholding of consent. In the event of the other Party failing to respond within the thirty (30) day period of notification then the Party wishing to publish or present shall be free to do so.

10.2 Nothing in this agreement shall preclude:

10.2.1 the inclusion of some or all of the information and results acquired in the course of the project or the conclusion reached as a result of the project in a thesis or other material submitted by a Party pursuant to the gaining of an academic or professional award by one of its staff, and/or
10.2.3 the lodging in the academic Library of that Party of a copy of the thesis or other material in accordance with the regulations of that Party with such limitations on availability as shall be agreed between the other Parties and that Party with regard to their respective interests, and/or
10.2.2 the disclosure of information or conclusions in confidence to any examiner appointed by that Party in pursuance of clause 9

11 Modification and Termination

11.1 Any agreement to change the terms of this Agreement in any way shall be valid only if the change is made in writing and approved by mutual agreement of authorised representatives of the Parties.

11.2 Either party may terminate this agreement on thirty (30) days’ written notice to the other party.

11.3 Either party may terminate this agreement immediately by written notice to the other if the other commits a breach of this agreement which (in the case of a breach capable of remedy) it does not remedy within thirty (30) days of receiving written notice of the breach.

11.4 In addition to the powers of termination contained elsewhere in this Agreement the university shall be entitled to terminate this agreement by notice in writing to the company if the company: