Close
Learn more about some of the key terms commonly used in research contracts and UCL’s preferred position in these areas.
The content of a contract will vary depending on the activity taking place or the nature of the relationship being entered into. Our Contract Services team will advise on key terms within agreements and ensure these align with UCL’s preferred terms and conditions.
- Confidential information
Protection of non-public information is a standard feature of research agreements, particularly where such information may be the subject of future patent applications, or where such information of a party is not capable of registration but needs to remain secret.
Generally, UCL seeks to ensure that the results as a whole are not regarded as confidential, to permit timely dissemination and to limit obligations of confidence to specific materials and information exchanged by the parties to conduct the project.
The university also negotiates to ensure that the survival of such obligations is not indefinite or unduly lengthy, to mitigate the logistical/financial burdens of such obligations.
- Intellectual property
Intellectual property (IP) provisions cover the ownership and usage rights of the parties in relation to the results and other outputs of a project and are often a key point of negotiation. Such terms should also address the description of and rights of use for any IP that the parties intend to use in the performance of the project(s). Academic freedom is a key theme, as is the opportunity to ensure public benefit through the dissemination and practical application of research.
The university's general position on the ownership of IP created by its staff and students is set out in the UCL Intellectual Property (IP) Policy. The IP position reached in agreements with third parties will vary according to the context, including as a function of external funding and collaboration arrangements that UCL may enter into.
In arrangements subject to externally agreed terms and conditions, UCL will (as between it and any counterparties) generally expect to retain ownership of foreground (or resulting) IP that it creates, potentially offering the option to external collaborator(s) or funders to secure certain usage rights in respect of such IP on terms to be agreed, where appropriate. IP created by UCL’s students in any such context will also need to be considered appropriately.
In all cases, UCL will negotiate to ensure that where possible UCL researchers and students are free to utilise the results and other outputs of their research in current and future research and teaching. In addition, UCL is keen to ensure that commercially valuable IP is protected and utilised appropriately, for the benefit of society and to underpin the sustainability of research.
- Limitation of liability
As a charitable academic institution, UCL has a duty to protect its staff, students, and assets, and to operate within the insurance cover it holds. This is in line with Charity Commission guidance and good practice in terms of general risk management.
The university seeks a balance in accepting its reasonable responsibilities in relation to its activities but also aims to minimise exposure to undue liability. This includes taking steps such as:
- Capping UCL’s financial liability under its research agreements
- Limiting liability to losses or damages that are proximate
- The exclusion of staff and students from personal liability under the contract
- In addition, UCL cannot guarantee the success of the project or the results, nor provide warranties or indemnities in relation to that. Additional clarifications or limits may be sought where appropriate to a specific project.
- Performance and reporting
These provisions govern the general obligations of the parties in relation to the conduct of the project and may include additional duties or undertakings to those covered in the statement of work/project description.
The performance obligations of the parties should be transparent, concise, and fit for purpose, reflecting accurately the intentions of the parties and the aims of the project, without placing unrealistic or onerous burdens on the parties.
Items such as milestones, reporting frequency, and project management are covered here.
- Publications
Dissemination of knowledge is a key objective for UCL, as is the freedom of researchers and students to present and utilise their findings in furtherance of teaching and research.
The university regards publication as a fundamental aim of all research and seeks to ensure that researchers are free to publish or otherwise disseminate research findings without undue restriction.
External collaborators may seek the opportunity to preview and/or postpone publications, to seek patent or other protection for the results of research or to exclude their confidential information.
UCL can permit this subject to a consultative process within defined timeframes and upper limits appropriate to the context.