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What is Research Collaboration and Data Sharing Agreement?
Research Collaboration and Data Sharing Agreement An agreement for research collaboration and data sharing, specifying research objectives, data sharing terms, confidentiality provisions, and responsibilities of the parties involved.
Sample template:
RESEARCH COLLABORATION AND DATA SHARING AGREEMENT
This Research Collaboration and Data Sharing Agreement (the "Agreement") is entered into as of this ____ day of _______, 20____, by and between Nova Research Institute, a corporation organized under the laws of the United States ("Nova"), and Pinnacle Genetics Center, a corporation organized under the laws of the United States ("Pinnacle") (each a "Party" and collectively, the "Parties").
1. Research Objectives
The Parties have agreed to collaborate on genomics research focused on identifying genetic markers for specific medical conditions (the "Research"). The Research shall be conducted at Nova's and Pinnacle's facilities (the "Research Sites") under the direction of the Parties' respective project leads (the "Project Leads").
2. Scope of Collaboration
2.1. Data Sharing
Each Party shall contribute data, resources, and expertise relevant to the Research in a manner to be agreed upon by the Parties. Each Party grants to the other Party a non-exclusive, royalty-free license to use, reproduce, and prepare derivative works of any data provided by such Party ("Shared Data") solely to facilitate the Research and achieve the Research Objectives.
2.2. Joint Activities
The Parties agree to cooperate and conduct joint activities in furtherance of the Research as agreed upon by the Project Leads. Each Party shall bear its own expenses in connection with the joint activities, unless otherwise agreed in writing.
3. Confidentiality and Data Protection
3.1. Confidential Information
During the term of this Agreement, each Party may have access to certain non-public information of the other Party, including but not limited to scientific, technical, financial, or business information ("Confidential Information"). Each Party agrees to hold in confidence, and to not use or disclose, the Confidential Information of the other Party except as necessary to perform its obligations under this Agreement or as required by law.
3.2. Data Protection
To the extent that the Shared Data contains personally identifiable information or is otherwise subject to data protection laws ("Protected Data"), each Party shall implement reasonable and appropriate security measures to protect such Protected Data in accordance with applicable laws and shall only process the Protected Data as permitted by such laws and as necessary to achieve the Research Objectives.
4. Intellectual Property Rights
4.1. Ownership
As between the Parties, each Party shall retain ownership of its existing intellectual property rights. Intellectual property rights arising from the Research and generated jointly by the Parties ("Joint IP") shall be owned jointly by the Parties. Each Party shall have a non-exclusive, worldwide, perpetual, royalty-free license to use, sublicense, and exploit the Joint IP for any purpose, subject to the rights of the other Party in such Joint IP.
4.2. Patents and Publications
The Parties shall cooperate in good faith with respect to the filing, prosecution, and maintenance of patent applications and the enforcement of any patents resulting from the Joint IP. The Parties further agree to work together in good faith to review, approve, and submit scientific publications arising from the Research, and to acknowledge each other's contributions appropriately in such publications.
5. Responsibilities of the Parties
5.1. Conduct of Research
Each Party shall use reasonable efforts, consistent with generally accepted scientific practices and applicable laws, to conduct the Research at its respective Research Site. Each Party shall be responsible for any necessary regulatory approvals related to the Research conducted by it and shall promptly notify the other Party of any regulatory issues or concerns that may impact the Research.
5.2. Reporting
Each Party shall provide the other Party with written progress reports of the Research at least once every six months, or more frequently if agreed upon by the Parties. Each progress report shall include a brief summary of the Research conducted, any significant findings or results, and any other information necessary for the Parties to perform their obligations under this Agreement.
5.3. Compliance with Laws
Each Party shall perform its obligations under this Agreement in compliance with all applicable laws, regulations, and ethical guidelines, including but not limited to those relating to research, data protection, and export control.
6. Term and Termination
6.1. Term
This Agreement shall commence on the Effective Date and continue for a period of two (2) years, unless terminated earlier in accordance with Section 6.2.
6.2. Termination
Either Party may terminate this Agreement upon written notice to the other Party if the other Party is in material breach of its obligations under this Agreement and such breach remains uncured for a period of 60 days after written notice thereof.
7. Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of the United States. Any disputes arising out of or in connection with this Agreement shall first be attempted to be resolved through good faith negotiations between the Parties. If such disputes cannot be resolved within 30 days of commencement of negotiations, either Party may submit the dispute to binding arbitration in accordance with the rules of the American Arbitration Association, with the arbitration proceedings to be conducted in a mutually agreed-upon location within the United States.
8. Miscellaneous
8.1. Notices
All notices required or permitted by this Agreement shall be in writing and sent by registered mail or courier, facsimile, or electronic mail to the other Party at the address set forth below or such other address as provided by such Party in writing.
8.2. Entire Agreement
This Agreement constitutes the entire understanding between the Parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, whether written or oral, relating thereto. This Agreement may only be amended, modified, or supplemented by a written instrument executed by the Parties.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.
NOVA RESEARCH INSTITUTE PINNACLE GENETICS CENTER
By: ________________________ By: ________________________
Name: ______________________ Name: ______________________
Title: ______________________ Title: ______________________
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Main Sections of a Research Collaboration and Data Sharing Agreement
In this Research Collaboration and Data Sharing Agreement, you will see the following sections:
- Research Objectives
- Scope of Collaboration
- Confidentiality and Data Protection
- Intellectual Property Rights
- Responsibilities of the Parties
- Term and Termination
- Governing Law and Dispute Resolution
- Miscellaneous
About each Section - Analysis and Summary:
- Research Objectives : This section explains the purpose of the collaboration between Nova and Pinnacle, which is to conduct genomics research to identify genetic markers for specific medical conditions. The research will be conducted at both parties' facilities under the direction of their respective project leads.
- Scope of Collaboration : This section outlines how the parties will collaborate, including sharing data, resources, and expertise. It also explains that each party grants the other a non-exclusive, royalty-free license to use the shared data for the research purposes. Additionally, the parties agree to cooperate on joint activities related to the research, with each party bearing its own expenses unless otherwise agreed in writing.
- Confidentiality and Data Protection : This section addresses the protection of confidential information and data. Both parties agree to keep each other's confidential information private and not to use or disclose it except as necessary for the research or as required by law. Additionally, both parties agree to implement security measures to protect any shared data that contains personally identifiable information or is subject to data protection laws.
- Intellectual Property Rights : This section explains that each party will retain ownership of its existing intellectual property rights, while any new intellectual property generated jointly during the research will be owned jointly by both parties. Each party will have a non-exclusive, worldwide, perpetual, royalty-free license to use, sublicense, and exploit the joint intellectual property for any purpose, subject to the rights of the other party.
- Responsibilities of the Parties : This section outlines the responsibilities of each party in conducting the research, including using reasonable efforts to conduct the research, obtaining necessary regulatory approvals, providing progress reports, and complying with all applicable laws, regulations, and ethical guidelines.
- Term and Termination : This section states that the agreement will last for two years unless terminated earlier due to a material breach by one of the parties. If a material breach occurs and is not cured within 60 days after written notice, the non-breaching party may terminate the agreement.
- Governing Law and Dispute Resolution : This section specifies that the agreement will be governed by the laws of the United States. Any disputes arising from the agreement will first be attempted to be resolved through good faith negotiations between the parties. If the dispute cannot be resolved within 30 days, either party may submit the dispute to binding arbitration in accordance with the rules of the American Arbitration Association, with the arbitration proceedings to be conducted in a mutually agreed-upon location within the United States.
- Miscellaneous : This section covers various miscellaneous provisions, such as the requirement for written notices, the fact that the agreement constitutes the entire understanding between the parties and supersedes all prior agreements, and the requirement that any amendments to the agreement must be in writing and executed by both parties.
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