Collaborative Research Project Agreement Guidance

You are required to work on the project in a collaborative and co-operative way. 

You must also carry out the work you do with a reasonable level of skill and care.  The obligation to carry out work with reasonable skill and care means that you should do it with that level of skill and care that would reasonably be expected of someone with your level of qualification and who is competent in carrying out that work.  The type of work, its scope and complexity will also be taken into consideration.

You must also comply with the reasonable instructions of UCL and your supervisor.

The Agreement sets out who owns the intellectual property rights (referred to as “IPR” in this document) that arise out of the project.

What are Intellectual Property Rights?

IPR is a term that covers rights that arise in relation to innovation and creativity such as patents, rights in designs, copyright, rights in databases, trade marks, rights in get up, know how, rights in semi-conductor topographies and plant varieties etc. These rights can protect things such as inventions, documentation, essays, theses, artwork, software etc. Protectable IPR can differ on a country-by-country basis. As you will appreciate, whilst you are working on the project it is likely that you will be creating IPR.

Who owns the IPR?

The next question is – who owns it. Where the IPR falls within the definition of Student Collaborative IP the general position is that you will own it.  There are exceptions to this and also the ownership is subject to restrictions.

Student Collaborative IP is defined in the glossary in Appendix 1 to the Agreement and covers IPR in any Materials created by you as a UCL student.  There is also a definition of Materials in the glossary which covers a broad range of things from images and photographs to software and research.  In view of how broad it is, you should look to see what is included in it.

What are the exceptions to ownership?

The Agreement contains exceptions to ownership by you of Student Collaborative IP.  These exceptions are set out in the UCL IP Policy which can be accessed here.

UCL (or a third party) will own the rights in your Student Collaborative IP where the following exceptions apply:

Externally sponsored work: You may be required to transfer ownership of any IPR in the Student Collaborative IP created by you to UCL or a third party where the project you are involved with or the work you are doing is funded by a third party or otherwise supported by them. UCL will decide whether this is required and it may be affected by a contract with the third party or grant arrangements.
Please note, the IP Policy uses broader language than the Agreement. The IP Policy may also require a transfer of rights to other people (e.g. organisations funding the project).

Collaborative work: You may be required to transfer ownership of any IPR in the Student Collaborative IP created by you to UCL where you are collaborating on your project or work.  This might happen where there is a collaborative research project or the IPR is based on UCL IPR or IPR of a UCL staff member or where additional UCL resources have contributed to the development of the IPR.  Additional resources under the IP Policy means a contribution of UCL resources including financial contribution, access to premises, equipment or facilities, beyond that normally required by students.  This list is not exhaustive. UCL will decide whether a transfer of ownership is required.
According to the IP Policy, any transfer arrangements should be put in place at the outset of the project.

Grant of Licence to UCL

As set out before, the starting point is that you own any IPR you create in Student Collaborative IP. Under the Agreement you give UCL a “non-exclusive, worldwide, sub-licensable, transferable, perpetual, royalty free (except as provided for in the UCL IP Policy and the UCL Revenue Sharing Policy), irrevocable right to use, copy and reproduce the Student Collaborative IP for academic and research purposes, commercial purposes and/or any other purpose relating to UCL’s charitable activities.”

This means that UCL has the right to use, copy and reproduce the IPR you own in the Student Collaborative IP for certain purposes.  These purposes are as follows:

~ academic and research purposes;
~ commercial purposes; and
~ purposes relating to UCL’s charitable activities.

These different purposes are broad terms.  Since they are not defined in the Agreement, we cannot provide further details as to the specifics of what types of things would fall within these purposes.

UCL’s rights to use, copy and reproduce the IPR you own in the Student Collaborative IP under the Agreement also includes the following:

~ UCL can transfer the rights under the licence to third parties or can permit a third party to use etc. the IPR;
~ the rights granted are worldwide;
~ you cannot withdraw the rights granted and they will last for as long as the IPR exists; and
~ UCL are not required to pay you for the rights.

In addition, UCL can make the IPR you own in the Student Collaborative IP available as part of an open licence, such as creative commons.  An open licence is one which gives permission to others to access, re-use and redistribute your IPR with few or no restrictions.

Moral rights protect the integrity of creative works.  There are 3 main rights for things other than photographs.  These are:

~ the right to be properly identified as the author of a work;
~ the right not to have a work subjected to derogatory treatment e.g. being changed in a way that changes the integrity of the work; and
~ the right not to have a work falsely attributed to you.

Moral rights are only available for literary, dramatic, musical and artistic works and film, as well as some performances and therefore may not be relevant to what you produce under the Agreement.  If you are in any doubt, you should take independent legal advice.

The Agreement requires you to waive these rights (and any equivalent rights in any other countries) to the extent that you have them. If you waive your moral rights, you lose the 3 rights highlighted above.

Under the Agreement you contractually confirm that:

~ you are the only person that owns rights in the Materials you create as part of the project;
~ you have not given any rights in the Materials that you create as part of the project to any other people, businesses or organisations; and
~ whatever Materials you have created as part of the project have not been copied from anywhere else.

The Agreement says that if UCL commercialises any of your Student Collaborative IP, you may be entitled to some money.  This is set out in more detail in the IP Policy.

The IP Policy states that if UCL commercialises the IPR you own (i.e. exploits it commercially by e.g. getting a licence fee), you will be entitled to a share of any money received by UCL on the terms of UCL’s Revenue Sharing Policy.

Under the Agreement you are required to provide access to of any Materials (which as indicated above is a widely defined and includes anything created as part of the project such as data, images, drawings, research, results, reports etc.) to UCL as and when they come into existence.

You are also required to provide UCL with copies of all Materials whenever they are requested and when the project you are working on ends or when your involvement with the project ends (if earlier).

As mentioned previously, UCL may require you to transfer ownership of Student Collaborative IP to UCL (or a third party). In order to do so, UCL may ask you to sign additional documents other than the Agreement. Should this be required, you agree to carry out such actions as UCL reasonably requires (including signing and providing any such documents).

You may have access to UCL’s confidential information as part of working on the project. Confidential information is any information belonging to UCL or a third party that is provided to you, shared with you or made available to you as part of your involvement in the project and which is either marked as confidential or it is reasonable that it would be considered confidential.

The Agreement requires you to agree the following in relation to the confidential information:

~ to keep the information confidential;
~ not to use it except for when required as part of the project; and
~ only to disclose it with UCL’s written consent before you do so unless you are required by an official authority e.g. a court, Government organisation or regulatory organisation to disclose the confidential information.

If you are required by an official authority to disclose the confidential information you are required to notify UCL (if this is allowed legally).  You are also required to limit the disclosure to the minimum amount possible.

There are certain exemptions and these confidentiality obligations do not apply if:

~ the confidential information becomes public knowledge – provided you have not made it public;
~ you already had or knew the information before it was provided to you by UCL; and
~ you are sent the information by a third party who is free to disclose it to you i.e. they are not subject to a confidentiality obligation.

Publication by UCL (or its staff): In this case UCL has the right to use any of the Materials you create in a publication or use for academic purposes. UCL will send you a copy of the publication if possible.
Your involvement will be acknowledged in the publication if UCL think it is appropriate.

Publication by you: If you want to include the Materials in a publication and these Materials include or are based on UCL’s intellectual property or confidential information, you must provide UCL with a copy of what you propose to publish at least 4 weeks before you submit it to a journal or any other third party.

UCL then has 2 weeks to object to your proposed publication.  If UCL decides that you are including their intellectual property or confidential information in the publication and this should be protected, UCL can ask you to do the following:

~ delay the publication for up to 12 months so they can protect their intellectual property; and/or
~ remove their confidential information from the publication.

If UCL ask you to do either or both of the above, the Agreement requires you to comply with their request. If UCL does not object to the proposed publication within 2 weeks of you sending a copy to them, you can assume that they have approved publication.

Please note:

~ that publication includes publication of the methods and/or the results of the project as well as the Materials themselves;
~ the restrictions do not apply where you are required to submit a course assignment to an external examiner where the external examiners are bound by confidentiality obligations.

UCL will end your involvement in the project if:

~ you are no longer a student at UCL;
~ you do something that is in breach of the terms of the Agreement and it either cannot be fixed or it is not fixed within 14 days of UCL asking you to fix it;
~ you file for bankruptcy (or the equivalent in a different country);
~ you die or are incapacitated physically or mentally.

You can end your involvement in the project if you tell your Head of Department in writing. According to the Agreement this may impact your status as a student at UCL. If you have concerns relating to this you should take independent legal advice.

If you or UCL ends your involvement in the project, the Agreement will no longer apply going forward but you still have to comply with your obligations in it that are applicable. 

You are unable to pass any rights you have under the Agreement to anyone else.

No one, other than UCL and you, have any rights under the Agreement.

UCL can take action against you at any point if you do not comply with a requirement under the Agreement, whether this is when any non-compliance actually happens or at a later date.

English law applies to the Agreement and it will be interpreted in accordance with English law.  In addition, any legal action you take against UCL for not complying with the Agreement or they take against you can only be brought in the English Courts unless UCL is taking legal action to protect or enforce the IPR.  In that case they can take the legal action in any relevant country.