Practical Guide to Contract Research & Consulting Commercial factors to consider

ARI’S Services Contract Research & Consulting Engaging with industry (Contracting, pricing, contract negotiation & IP management) Engaging with industry (Identifying commercial partners, Tendering, Assisting with commercial grants) Intellectual Property (IP) – advice & protection Commercialization Business Development Business planning & innovation development

COURTING Know your partner - pre contract due diligence Know your drivers – what you want out of the relationship ( publication, resources, $$$, access to expertise, application, a relationship) Know your internal policies (delegations, competitive neutrality, contract research & consulting, pricing)

Scope and Application This policy applies to all UoA staff, on fixed-term and continuing appointments, who are involved in externally-funded research grants, contracts and consultancies. It also applies to non-staff affiliates and titleholders when undertaking activities within their University role, subject to any conditions of appointment, This policy does not apply to internal research grants, contracts with publishers for writing and/or publishing works of conventional scholarly output; the assessment of grants; thesis examinations; or creative performances and/or exhibitions.

RESEARCH COSTS $$$

PRICING Budget Description Hours Rate Factor in: - Labour costs for all researchers - Non labour costs (equip, travel) - Indexation, FOReX, Contingency - Subcontractors - Project Management - Levy Consider: ARI for Budget templates Advice

UoA Contract Research/Consultancy Overheads *ARI is not authorised to apply waivers

PRINCIPLES Pricing for Research Contracts and Consultancies: “Price must be higher than cost. As basic guidance, the price to the customer should not be less than the sum of all costs plus 35%. However, this is generic guidance as to the price floor, not the appropriate price on a particular contract, which needs case-by-case consideration and should likely be higher” Competitive Neutrality Competitive neutrality requires that governments should not use their legislative or fiscal powers to advantage their own businesses over the private sector. http://www.adelaide.edu.au/policies/122/

Are you selling your house or are you renting it? Why does ARI ask so many questions? Protecting future use of IP Third Party IP Background IP Developed IP Client IP So what, why do Unis care?? Publishing Cat 2 (government funded contract Research and Consultancy) & Cat 3 works (the sponsor is non-government or international).

SO YOU’VE GOT AN OPPORTUNITY …… WHAT NOW?

Research Categories Category 1 Australian Competitive Grants Other Public Sector Research Income Category 3 Industry and Other Funding for Research Category 4 Cooperative Research Centres

Step 1 - Project Approval

Step 2 – Negotiate Research Agreements Consultancy Short Consultancy Expert Opinion Analytical Services Sub-Contractor Agreements Confidentiality Agreements Material Transfer Agreements

Step 2 - …everything is negotiable!! 6.4 The Client releases and indemnifies ARI against any claim, judgment or award in favour of a third party which arises as a result of the use or release of the outcomes of the Services or the Deliverables by the Client where such use is outside the purpose for which the Client requested the Services, except that the Client’s liability to indemnify ARI under this clause 6.4 will be reduced proportionally to the extent that any unlawful or negligent act or omission of ARI or its employees contributed to the loss or damage. INDEMNITY   2.1 Each party retains all rights to existing Intellectual Property used in the performance of the Services. Any copyright in the Deliverables passes to the Client under this Agreement upon payment of the Fee. The Client will respect the moral rights of the authors in the Deliverables. INTELLECTUAL PROPERTY 6.5 Each party will maintain appropriate and enforceable insurance policies to cover liability that arises out of, under or pursuant to this Agreement. INSURANCE   5.1 The Client agrees to pay ARI the Fee and any incidental costs (including GST) in the time and manner set out in the Service Details. FEE AND PAYMENT  

Step 2 - …some things are avoidable The Parties understand and acknowledge that Confidential Information exchanged under this Agreement may be subject to compliance with any and all applicable United States laws, regulations, or orders, including those that may relate to the export of technical data. The Parties agree to comply with all such laws, regulations and orders, including, if applicable, all requirements of the International Traffic in Arms regulations and/or the Export Administration Act, as may be amended.  Each Party further agrees to comply with any export license requirements that govern the export, re-export, transfer or release of Confidential Information provided hereunder.  Each Party agrees to provide an Export Classification Number (ECCN) or USML Classification Number to the receiving Party in writing for all Confidential Information that is classified with an Export Control Classification Number (ECCN) other than EAR99 or is classified on the USML.  6.05   A) The compensation for each day of delay commenced equals to 5% of the value of the Contract, however not more than 10% in total……. 10.1 Liquidated damages B) If, due to any reasons, the Contractor fails to deliver in the time set out in the Contract, the Contract shall be considered as non-fulfilled. In case of non-performance, the Contractor shall pay a compensation that equals to 15% of the value of the Contract. In case of non-performance, the Contractor shall have no right to claim any fees for parts of the Contract affected by such non-performance.   C) If, due to any reasons, performance of the Contractor is not in conformity with the Contract (excluding stipulations of Sections A and B), the Contractor shall pay compensation that equals to the contractual obligations affected by faulty performance – if it is not possible to determine this amount, it is 5% of the value of the Contract.

Step 3 – Management, Milestones & Delivery

Step 4 – Completion

Intellectual Property IP Regimes: Patents Copyrights Trademarks Confidential Information or Trade Secrets Others Plant Breeder Rights Circuit Design patents

Thank You Questions?