IP Toolkit

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Service Contracts (Research or Technical)

Overview

Research or Technical contracts may be developed in order for the college to contract for specific research and/or technical services related to an applied research and development project. The contract should be focused and time-limited. There may be a need to ensure that the contract is in compliance with any collective agreements the college is subject to.

Component Checklist

Parties to the agreement

The legal names of all parties to the agreement are specified, with identifying terms that will be used throughout the document. (e.g., X College of Applied Arts and Technology, hereinafter called the “College”). Addresses may also be included.

Intention clauses

Optional, and normally beginning with “Whereas” followed by the intentions of the parties, these clauses specify relationships, the project under consideration, and others as appropriate. The relationship clause may specifically note that the contractor is not an employee of the College.

Definitions

A variety of terms may be defined as required in this contract. Examples include “services” or “confidential information”.

The Project

The official title of the project as it appears in other documents is specified. The project identifies the nature of the relationship between the parties in respect to the project.

Service Contract terms and conditions

Terms and conditions may include:

  • Nature and scope of the services to be delivered by the individual/company contracted for the work. A Statement of Work may be included in the appendices, clearly outlining the work, dates, and the deliverables of the contract.
  • Description of fees to be paid, as well as method and schedule of payments. Reports to be submitted and methods of invoicing should be included.
  • Confidentiality. This clause should indicate the nature of the confidential information and its protection. Confidentiality obligations may extend beyond the completion date of the specific contract.
  • Ownership of results of the contract should be specified.
  • Disclosure of research results. Publication of research results, or use of results for promotional purposes may be included in this section.
  • Warranty, disclaimer, and/or indemnity clauses may be included.
  • Termination clauses should be included in the event of non-performance or non-delivery of agreed-on deliverables. A dispute resolution clause may also be included.
  • Insurance requirements. The contractor will normally be required by provincial law and/or college policy to carry general liability insurance and other as specified.

General clauses

Service contracts may include general clauses that refer to the “entire agreement”, severability, laws governing the agreement, “force majeure”, and others.

Term of contract and effective date

The length of time the agreement is in operation is specified, along with the date upon which it becomes effective (usually date of signing).

Designated Representatives/Contact Persons

Authorized representatives for information and notices should be identified, along with contact information, including full mailing addresses, phone and e-mail.

Signature Block

Official signatories may be senior administrators, company executives, or others who may sign on behalf of the organization. Full name and position should be stated.

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