NOTES FOR THE FULFILMENT OF THE AGREEEMENT AND FURTHER CLAUSES

This text includes notes for the fulfilment of the agreement and in particular clauses that may or should be included in the agreement in case of specific requirements needed for the research/consultancy activity or to comply with specific dispositions of the High Technology Regional Network (RETE). 

Article 1 – Purpose
With specific reference to the research agreements undersigned within the High Technology Regional Network (RETE), please specify that “The Department/Centre ensures the Purchaser that it has been officially appointed by the High Technology Regional Network (RETE) and it undertakes to respect and comply with the principles, dispositions and requirements – including deontological principles and those concerning confidentiality protection”. 
(In case of testing) 
The Department/Centre undertakes to inform the Purchaser of possible limits for what concerns the reliability of testing results. 
(In case of particular nature of the research) 
- The Parties acknowledge that the research mentioned in this agreement has experimental and innovative purposes as its results cannot be predictable or expected. Therefore, the Department/Centre cannot guarantee the Purchaser that outcomes will meet expectations or a potential economic exploitation of the results. 
- The Parties acknowledge that the research/consultancy implies extremely difficult technical problems, precisely  ………………………., under the provisions of article 2236 of the Italian Civil Code (please insert art. 2236 of the Italian Civil Code: “Responsibility of the Service Provider” “Should the service provided implies extremely difficult technical problems, the Service Provider will not be liable for damages unless in case of wilful misconduct or serious negligence.”) 

Article 4 – Periodic Report 
Should any relevant features for a good use or application of the outcomes arise from the research/consultancy activity, the following clause has to be included in the agreement: “The Department/Centre will send to the Purchaser all relevant data -  including reports and results – for a good use or application of the research/consultancy’s outcomes. It also suggests the appropriate training programmes for the personnel and the actions to be performed so to let the Purchaser fully use the outcomes”.    

Article 5 – Remuneration
With specific reference to the research agreements within the High Technology Regional Network (RETE) please take into account that invoices must indicate the activities that benefited from public funds. 

Article 6 – Intellectual Property 
Specific terms of Intellectual Property Right management can be agreed with the Purchaser. Please refer to the notes on confidentiality published online at http://www.affaristituzionalicontrattigare.unimore.it/site/home/corrispondenza-istituzionale.html , at the section “Convenzioni e accordi tipo” (contracts and standard agreements). 

Article 9 – Further Obligations of Confidentiality 
Please refer to the notes on intellectual property and confidentiality at the website http://www.affaristituzionalicontrattigare.unimore.it/site/home/corrispondenza-istituzionale.html .
Detailed provisions on obligations of confidentiality can be integrated with detailed intentions of both Party to: 
- use the Information only in compliance with the provisions of the agreement 
- return the Information to the other Party, upon request and in any case within the end of this agreement
- refrain from copying, duplicating, or recording the Information, in any forms or by any means used, unless strictly necessary for the purposes of this contract.
- do not disclose the Information, the purpose of the research/consultancy, the activities both performed and not yet performed, the results (neither expected nor obtained), unless a written authorisation by the legal representative of the Party has been provided. 
- avoid unauthorised access to confidential Information. For this aim, the Department/Centre, in agreement with the Purchaser – who ensures cooperation - undertakes to comply with and to update confidentiality protection measures and to instruct its personnel accordingly. 

With specific reference to the agreements undersigned within the High Technology Regional Network  (RETE) the following clauses must be included in the agreement: 

Article :::: - Satisfaction Survey 
At the end of the agreement a satisfaction survey on the activities carried out will be handed out to the Purchaser. 
The Purchaser has to return the questionnaire within 15 (fifteen) days.

Article :::: - Access to the Background Knowledge
Throughout the validity of the agreement the Parties can both access to their respective Information, prior technical knowledge and their related rights of intellectual property, already owned by the Parties prior to the signing of the contract (Background Knowledge) with the exception of what is included in the list attached to the Technical Attachment (note no. ). Nevertheless, the shared knowledge belongs to the respective Party. 

Article :::: - Access to the Department/Centre premises
The Department/Centre allows the Purchaser and its representatives, who have to submit written forms to the Department/Centre, to access to the laboratories used for the research/consultancy activities, so to attend the experiments as witnesses, or to use special instruments. 
Access modalities and times are agreed with the Department/Centre so to efficiently protect both the confidentiality of the obtained results for this or other programmes and the intellectual property of the Department/Centre which is not included in this agreement.

Further clauses that can be included in the contract: 
Article :::: - Equipment paid by the Purchaser
It is here specified that the equipment …………….. will be purchased by the Department/Centre but paid by the Purchaser. At the end of the agreement the equipment will be returned to the Purchaser, that will accept it in whatever conditions and cannot make claims for their usage or damages.

Article :::: - Equipment, devices and other materials loaned for use 
(For materials, equipment and support devices provided by one of the parties) 
It is here specified that the equipment ……….. will be loaned for use by ………. from the …………, under provision of a specific contract, in compliance with the sample form available at http://www.affaristituzionalicontrattigare.unimore.it/site/home/convenzioni-e-accordi-tipo.html .

NOTES FOR THE FULFILMENT OF THE TECHNICAL ATTACHMENT

The Technical Attachment provides detailed technical descriptions of the research/consultancy programme. It is applicable to all research agreements undersigned by the University.

The following details must be included in the Technical Attachment: 
a) Type of activity: please specify whether it is a research or technological transfer activities;
b) Detailed description of the activity plan: [please provide detailed description of the planned activities - including the specific objectives and the expected results – to be divided into operational and to-be-completed work packages (WP);
c) Time Schedule (possibly using a GANTT chart and indicating the expected end dates of each activity and the related results);
d) List of expected results;
e) List of  material and human resources (please provide personnel profile including their qualifications and the tasks assigned for this research activity).

With specific reference to research agreements undersigned within the High Technology Regional Network  it is here specified that: 

a) the research/consultancy programme must be divided into stages, each corresponds to a stage when changes to the activities can be made. This division has to be mentioned in the Technical Attachment. In case of simple research/consultancy there may be a single stage;

b) the Department/Centre undertakes to comply with what stated in the Technical Attachment regarding the resources to be used in order to carry out the research activities: material resources (devices, instruments and their calibration features, use timing) and human resources, including qualifications of the personnel.  Hence, the Technical Attachment must include these resources, either owned or provided by the Department/Centre, or owned or provided by external parties or subcontractors or by the Purchaser (should the latter be the case, the Department/Centre will coordinate the personnel and evaluate the reliability  of the devices provided by the Purchaser.  It is understood that the Purchaser will be anyhow responsible for damages caused by its personnel and its instruments which cannot be attributed to the Department/Centre’s coordination and evaluation fault). The sharing of resources must be set by specific provisions (note no. );

c) with reference to the human resources, the Department/Centre  must involve its own personnel for the research/consultancy activities. However, the Department/Centre can also involve externals or subcontractors, as well as personnel provided by the Purchaser. The following clause may be included if: (For activities carried out by a party external to the Department/Centre or subcontracted to another hub of the High Technology Regional Network - RETE) The Department/Centre declares that activities mentioned in paragraphs ........... of this Technical Attachment will be carried out by the Agent ......... with registered office in ............... address ........................, tax code …………………, VAT no. ……………. and  Business Register of ………………enrolment no. ……………..…(further details of the Agent: share capital, etc, …). 

d) with reference to material resources:  all instruments –including those provided or paid by the Purchaser, subject to overloading  or erroneous operations, whose results are uncertain, those resulting to be defective or do not comply with the set standards – must be taken out of use; these instruments must be withdrawn and reported so to avoid further use if not yet fixed;

e) with specific reference to the instruments and software, provisions of the High Technology Regional Network (RETE) set that identification of the instruments and software must include: <<a) type of instrument and related software; b) name of the producer, product code, serial number or other identification code; c) devices compliance check; d) location; e) user guides, whereas available, and their storage location; f) dates, results and reports of the calibration and reliability tests and set date for future calibrations with detailed information on the personnel in charge of results validation; g)where applicable, maintenance plan, list of maintenance service with detailed information on the personnel in charge of results validation; h) any damage, malfunctioning, modification or repair service of the instrument>>. The following clause may be included if: 
(For instrument measurement so to validate results) The Department/Centre ensures that the level of reliability of instrument measurement and results will be within the tolerance band agreed with the Purchaser, as indicated in the Technical Attachment, precisely ………….;

f) with reference to the execution of the research/consultancy activity, traceability of the activity is strictly necessary; the Department/Centre undertakes to keep records, for a certain period of time, of all activities carried out and the exchanges made with the Purchaser, of the involved personnel and their duties, of the instruments and software identification records, of all the phases of the research activities, in compliance with the Technical Attachment. Upon Purchaser’s request, it is possible to include in the contract that the Department/Centre is committed to provide evidence of the qualifications of the personnel involved in specific activities;

g) the Department/Centre undertakes to cooperate with the Purchaser so to raise funds (i.e. co-funding, tax credit, etc.), to support the Purchaser to draft request forms for funding and inform the Purchaser about any possible risk of fund assignment failure.