Research Agreements

GRDC reviews its standard Research Agreements about every 12 months as part of a program of continuous improvement.

GRDC Standard Research Agreement (Two Party) 2018 version 1

Release Date: February 2018

Summary of changes from 2016-17 Research Agreement

GRDC has made numerous changes to its Standard Research Agreement in 2018. The table below provides a summary of the key changes from the 2016-17 version to the 2018 version of the Standard Research Agreement. The key changes are around GRDC’s move to milestone reports and milestone payments. Other significant changes relate to the project details, IP register, material transfer agreements, project outputs, commercialisation, GRDC attribution requirements and gene technology.

Details of the changes in each area are set out below with a reference to the relevant clauses in both the 2018 and 2016-17 versions of the Standard Research Agreement. This table is for information only and does not affect interpretation of the Research Agreement.

2018 clause reference

2016/17 clause reference

Details of the changes

1.1

1.1

New definitions:

  • “Approved Sub-contractor”
  • “Fraud”
  • “person”

For clarity the definition of Commercialisation no longer refers to activities listed in Schedule 3.

Simplified definition of “Gene Technology”

Revised definition of “GRDC Attribution Model” to remove reference to different levels of investments.

3.2 and 3.3

3.2 and 3.3

Removal of clauses relating to unused Research Funds being carried over to the next Financial Year or returned to GRDC. This is not required with the use of Milestone Payments.

4.2(a)

4.2(a)

Reference to Approved Sub-Contractors.

4.2(d)

4.2(d)

Reference to persons rather than Parties in recognition of the fact that non Parties may own Project Outputs

4.6

 

New clause 4.6 requiring the Research Organisation to take reasonable steps to prevent and detect Fraud in carrying out the Project.

 

4.7

Removal of clause stating that this agreement does not limit the Research Organisation’s rights to enter into public debate or criticism of GRDC or the Australian Government. This clause is unnecessary as no limitations are contained in the agreement.

5 - 17

5 - 17

Reordering of clause numbers to provide a more logical flow to the agreement.

The old clause 5 “Termination” is now clause 17 as it has a better fit towards the end of the agreement.

The old clauses 11 “Research Organisation Personnel” and 12 “Warranties and Undertakings” are now clauses 5 and 6 as they flow on from clause 4 “Conduct of the Project”.

Consequential clause number changes occur for old clauses 5 to 17.

8.3

7.3

Insert “Milestone” in the heading before “Reports”

8.3(a)

7.3(a)

To clarify the period GRDC has to determine whether or not to accept the Milestone report.

8.3(c)

7.3(c)

At the end of the clause insert “or within four weeks from the date the Research Organisation receives the notice under clause 7.3(b), whichever is the later” to ensure the Research Organisation has a minimum of 4 weeks to respond.

8.4(a)

7.4(a)

Inserted a reference to “additional reports provided by the Research Organisation in accordance with clause 7.2 of this agreement” so that the Research Organisation also holds the copyright in these reports.

9.3(a)

8.3(a)

If more than one Party owns the Project Outputs then those Parties own them as tenant in common in equal shares.

 

8.3(d)

Deleted previous clause which provided that in cases where another entity owns a share of the Project Outputs that the Research Organisation is required to enter into an agreement with that entity. Where ownership is held by an entity that is not a Party to the Agreement the Parties will need to have a formal variation to reflect the change in ownership and corresponding obligations and benefits.

9.5

8.5

Removed reference to “Item 5 of Schedule 3” as it is unnecessary.

9.7(c)(iii)

8.7(c)(iii)

Insert a reference to reasonable expenses and remove indemnity

9.8(b)

8.8(b)

Amended so this clause only applies to Material that is a Project Output and not to all Project Outputs.

9.8(e)

8.8(e)

Removal of indemnity

9.9(b)

8.9(b)

Revised wording so that the licence is of the Background IP and Third Party IP and not the Project Outputs which are licensed under clause 9.9(a).

9.9(d) and (e)

 

New clauses to set out a process for the Parties to determine whether an approved subcontractor will be granted a licence to Project Outputs for the purposes of internal research and education.

9.10(b)(ii)

8.10(b)(ii)

Clarification around possible responses by GRDC to a request for approval to publish a paper.

 

8.3(b)

Removal of cap on indemnity

13.2(a)(iv)

14.2(a)(iv)

Replace reference to “clauses 13.2(a) – (c)” with reference to “clauses 13.2(a)(i) – (iii)”

15.3

16.3

Replace “3 business days” with “5 business days” to reflect Australia Post’s delivery times

Remove reference to before 9am or after 5pm on any business day as it is unnecessary.

 

5.1

Clause specifying the Term of the Agreement has been removed because Term is defined.

19.8(b)

19.8

New subclause added to allow signed counterparts to be exchanged by email.

Sch 1

Sch 1

Milestones have been moved from Item 11 to Item 22 and given greater space in the Table.

The standard 2018 GRDC Research Agreements

Queries/Contacts

If you have any questions in relation to interpreting the changes to these agreements please contact GRDC General Counsel, on 02 6166 4516. General enquiries relating to ongoing or proposed projects, should be directed to the GRDC Contact Person specified in the Project Details or via the Grains Investment Portal at https://access.grdc.com.au