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[Music] thanks Julia and thanks all for giving up your lunch break to come along and talk about contracts that's really encouraging for me as a bit of a contract nerd hopefully you'll learn something new today I'll hang around for a bit afterwards as well if anyone wants to have I'm a bit of a chat or have any questions I've got a fair bit to get through so unless there's something particularly burning maybe just let me wrap it on obviously Julia and Nadia and others in the room play a key role in all of this as well and if I say something that they don't agree with the way they do things at the Institute's I'm sure they'll speak up and let me know so what that's skip over there um what we're going to cover today very briefly set the scene for particularly where most of you at there's second lecture on IP and what it is you've got a bit of a I'm seeing some nods okay that's great I'll just very quickly set the scene around IP basics and you know the contracts around commercialization really build on IP as being the central focus of those contracts look at how that all fits into the tech transfer process some specific considerations for IP related contracts and then the sites and contract law basics what I want just so you know and then focusing on non-disclosure agreements material transfer agreements research agreements and if we get time at the end some general things applicable to contracts generally so if you were here at seminar two you'd appreciate how intellectual property is how your scientific and your creative input and work is protected and it's the the tool that's used to yet to take that intellectual output and use it to have have public good you know through commercialization development into products through all sorts of different ways and means that you can use to commercialize and because it's a property right it can be bought it can be sold it can be lent or hired or the technical term is life and the you know one of the beautiful things around intellectual property is because it's intangible there's a lot of flexibility in how you can play sell licensed IP you can license it to one person you can license it to a million people you can dice carve it up different ways and it's also obviously a key part of how you facilitate and collaborations and engagements with with other Institute's and commercial entities so again to recap and different types of intellectual property key key things that I'll probably focus on and that are relevant for you guys and patented technology and particularly confidential information know how trade secrets a lot of that is really relevant to information and materials that may or not be subject to patents there's obviously copyright and different forms of IP as well so contract law 101 excellent hmm basically when I'm talking about a contract and agreements and deeds forms of contract there's some slight nuances but contract agreement D pretty pretty much one in the same and what it is an agreement between two or more people or organizations that creates legally binding rights and obligations not just morally but legally binding and the consequence of that is that if those obligations aren't it they can be they can be confirmed quite significant consequences you might have a contract terminated and your rights terminated you might be faced with a lawsuit for damages suffered by the other party or an injunction which is where the court says look stop no no more you can't do this legally and if you do you can end up in all sorts of trouble there the key things that they useful for are for managing risk and particularly reallocating risk from where it might otherwise fall from from once one party to another useful for distributing rewards if I'm giving you materials and letting you use them to create a product you know you'd otherwise be entitled to keep all the benefit of that but I might have given you the right to use those materials on condition that I get some royalties or other payments as a result of letting you use my materials so we're sharing the rewards back you know those rewards being useful for funding further research or activities that kind of thing um one of the things that I find contracts really helpful for is just setting expectations particularly at the beginning of a collaborative or a commercial relationship yes the process can be a bit painful sometimes getting your contract in place you've got a negotiate and have had discussions about difficult topics you know but when you're getting married you have those hard discussions about all sorts of things before you hopefully you do unless you're rushing off to Vegas after a few drinks but you know you have those discussions you you you and you know you ideally make it written and clear as to what your expectations are from either side and you know reduce the likelihood of disputes down the track and and a lot of you know the benefit I guess in having formal contracts is just really cutting down the risk of disputes and falling outs and misunderstandings down the track and sometimes you actually need them because there are legal requirements to sell a house you've got to have it in writing signed by both parties intellectual property is the same most of the intellectual property legislation says you cannot transfer ownership of a patent or copyright or so forth unless it's in writing and unless it's signed on behalf of the people filling those rights so you know there are often some quite technical legal reasons why things have to be documented or documented in a particular way contracts don't have to be you know 50 pages long signed sealed by the CEO or the director of that kind of thing they can be informal it might be an exchange by way of emails may still create a legally binding contract conversation just variable or I may still create a create a contract typically it so by unilateral it means I can have obligations just on myself I'm agreeing to do certain things you might not be agreeing to that things in return my lateral you might just have two parties organizations multilateral agreements I mean if you've done it being involved with the Cooperative Research Center you might have you know 15 parties you know to that contract and some of the multi institutional agreements I've seen yeah good fun when you've got dozens of parties to that typically to be binding and there needs to be an intention to create legally binding relationships and then you come into some issues around a memorandum Memorandum of an understanding letters of intention term sheets that kind of thing which are typically non-binding sometimes they are really useful in serving a purpose particularly for larger more complex and collaborative or commercialization deals but not not a shortcut to doing it doing a proper contract element there are circumstances with actually a more harmful than good if you're ever unsure about any of this stuff so I should have said at the outset and please do speak to Nara or David or Julia who will know exactly what what form of contract to use although get advice if they're unsure themselves so what why do I need them again this is based on the slides I think you guys had earlier on yeah the certainty you know be being clear on who's paying what who's doing what why when people move on people move around you know you might know what your collaboration is going to look like but a year down the track yep players may have moved on so the contract is that that clear understanding and that's certain to your what's expected bit of an insurance policy if things go wrong you know sometimes things go wrong it's no one's fault you know the contract will deal should deal with a lot of the consequences in that case or if someone does the wrong thing who's responsible how do we deal with that for research contracts if there's an external grant there will invariably be a requirement that requires you to have all of that research with other collaborators documented and often quite prescriptive and how that is so there may actually be legal requirements funding conditions that kind of thing like I said I'm yeah clarity around intellectual property ownership rights of use restrictions and freedom on publications and data sharing that kind of thing the contracts play a key role in setting out and how that's going to work and and who's entitled to do what again to help sometimes because it's a legal necessity sometimes to reduce the likelihood of disputes so from the previous slides and this is your fabulous tech transfer process here right from pre disclosure through to getting the deal done at the end and managing that deal and contracts come in at different points of that so again from from one of your earlier talks at the pre disclosure stage typically you'll be looking at confidentiality agreements non-disclosure agreements different words for basically the same thing material transfer research agreements sponsorship we're going to touch on some of those in a bit more detail again at this stage if you're collaborating externally please speak to your commercialization team sooner rather than later don't yeah for their sanity and for everyone else's you know don't pop into their office that morning say oh you know that the curie has arrived i've got to ship this biological material across to the states and i need an MTA at the 11th hour the sending you engage with them the easier the process will be legal agreements will often pop up again at the protection stage you think you've got an invention the patent attorneys say woohoo we think you do too let's go file a patent ideally you'd already have your collaboration agreements and your inter-institutional agreements sorted by then but but often not and occasionally with long-term collaborative research arrangements you might agree to do you know specific agreements around particular patent filings at the time so at that point you reassess that and again some of those other contract types might come in there and then we won't really touch on this today but obviously at the commercialization the external deal stage very much the the contracts are a central and key part of that and the to sort of the three most common types of agreements for commercialization are the license where I own the IP I'm going to give you permission to use it for cancer I'm going to give you guys the right to use it for heart disease you've got to do certain things with that achieve certain amount milestones regulatory approvals etc in return I'm going to get a cut of the profits you're going to make from my amazing technology but if things don't work out well then I've got the ability to to terminate to end the license go find someone else that will commercialize it for me assignment is the technical term for selling transferring ownership of an intellectual property right so I've got this amazing patent look I really don't care I'm not very interested in it you want it you can buy it again might be for a single lump sum or there might be ongoing payments and royalties based on sale and an option is it's kind of like an interim steps saying I'm gonna all agree to licensed or assigned to you but on condition that some some other steps are met so typically the commercial party might want to do some further R&D work - or some further trials to work out whether the technology is actually going to do the job and at that point they'll make the decision whether or not they're going to have the license or vyas on um and just one thing to keep in mind as a researcher if you're collaborating with particularly commercial entities just don't make promises at the very early stage about potentially assigning or licensing all that kind of thing because it can create issues commercially and the relationship level but it can also create some legal issues if you've been making um promises and representations that you can't keep later on for whatever reason so contract law basics yes I've touched on a few of these things yeah you obviously need to to be agreed on what the key terms of your arrangement are there needs to be some certainty around that there needs to be all of the key aspects need to be agreed you complete in that sense um consideration is a legal word for for an agreement both sides need to be giving something whether it's cash or whether it's doing in kind of research or something of benefit flowing either way in order for there to be a binding agreement and the one exception to that is if it's in the form of a deed so that's I guess a formal legal thing you can do to get around this other requirement that there's actually something of value being exchanged in order for it to be legally binding how many things you can do a whole university year-long course on some of your stuff but um just to make the point that need the terms of the contract which is typically the the content and the rights and the obligations and they might be expressed they might be what's written down in the contract but there's also what's called implied terms so typically there might be a statute and sometimes international conventions that imply contractual legal obligations in certain circumstances and if particular one is the sale of goods so if you I'm shipping materials to someone this payment changing hands you might as the supplier have a whole lot of implied obligations and there's a whole lot of implied obligations around fitness for purpose and and things to do with supply of goods which kind of makes sense if you you know selling vacuum cleaners but make no sense if you supply you experimental biological materials that kind of thing so they those implied terms can often be excluded or limited by a written contract so again one of the key reasons why we bother with mta's it's not just to create work for the lawyers and the commercialization people that there's actually good good legal reasons there for those just a key point with the contracts is you need to they can only be between legal entities and in your context that's often not the easiest thing is to work out who the legal entity is you've got legal entities institutes and some informal collaborations that aren't legal entities you have people with con joint appointments and they might be employed by a university or a health network do both of those parties need to be signatory to the contract just one of them that kind of thing again that's something that the you know the commercialization team can can help you work through but when you're dealing with an external party it helps them if you can tell them right up front you know who are we dealing with is this researcher like he's got a university email address but is he actually employed by the hospital in which case or is he employed by the hospital but the universities supplying the lab where the research is going to take who actually who actually do we need this contract to be with and that's a threshold issue and that it's helpful if you can support them and and typically in only the parties who have signed up to the contract can enforce it although there are some exceptions in some countries and even some states here something to keep in mind just because someone else has a contract and it says that you've got rights you might not actually be able to enforce that so if you want rights better to have the contract yourself with them again when dealing with any of this stuff be aware what your organization's delegations policy is you typically only certain people are authorized to sign non-disclosure agreements material transfer agreements or the like it might depend depending on various circumstances researchers will often be asked to sign particularly material transfer agreements they may or may not be signing as a party to that contract but they might just be signing to acknowledge that they've read and understood what their obligations are but often researchers may not have authority to bind their organization so again if you're receiving materials from an external organization you know the associate professor you met at the conference has signed both on their own account on behalf of the organization you know it may be worth checking did they actually have all thority to sign that template MTA they've just downloaded off their website you know that kind of thing can create issues so just did you cover yourself how am I going for time have passed so I'm talking very fast if do people want me to slow down a bit no okay good and so just a few things specifically waited to I pay contracts to keep in mind and again you know essentially looking at what contracts are looking at the the inputs that both sides are putting into the relationship the risks associated with the relationship and the activities and what they expected outcomes are and those different inputs and risks and so inputs and outputs will have different waiting's so you know IP contracts I mean obviously your existing IP you know how your skills data you know often it's the people you know that are one of the key inputs and obviously you know financial whether it's direct cash or provision of facilities that kind of thing again different different qualities different importance for different relationships but when you come into a contract keep in mind you know who's putting in what you know but where does it weigh up who's who you know the the actual content of the contract is probably going to vary quite considerably depending on whether you're mostly receiving stuff or mostly putting in and the the lawyers assisting you can do a much better job of assisting you if they've got an understanding of yet some of these bigger picture things you know what are the risks you know the project doesn't work they take your IP and misuse it without compensating you potential reputation or issues you can manage these things by due diligence that's the term for for doing your homework on who you're doing with doing your homework on their IP assets if you're in licensing IP you know being educated that's what you guys are all here which is great you know and to some extent you can protect it by things are more entities and Indemnity x' a warranty years you know a a representation that you you typically make formally in a contract it's you know I own this glass of water it's mine I can give it to you that kind of thing now if I don't actually own this glass cuz I don't it belongs to you guys then if I purport to sell it they can't they're not the legal owner and so forth and so then they could sue me for breach of warranty and I'd be liable for coughing up for the damages to works or whatever glass of water cuz these does indemnities again that's a legal term for where risk is shifted from one organization to the other where it might not necessarily see it so if I give that glass of water to Julia turns out it's got all yeah you're in or something nasty she gets really sick she'd be responsible for her doctor's bills but if I've agreed to hear that I'll indemnify her for any loss or damage that she suffers as a result of drinking my glass of water then I'd be responsible for her doctor's bills and probably a lot of grief yeah so again yes some of the outputs yeah what are you expecting when you're entering into a legal arrangement what are you expecting the outputs to be being clear on cash is it IP is it a bit of both is it more is it more facilitating a relationship and getting people together that kind of thing and being clear on yeah what what your expectations are what happens if they don't align and that that again whoever is assisting you with that contract will be able to do a much better job of giving you a contract that's that's going to be useful for you to align with what you're trying to achieve so we've touched on some of the different types of contracts non-disclosure agreements confidentiality agreements are typically preliminary agreements to something more substantive not not always but they're not the be-all and the end-all usually material transfer agreements sometimes it's tempting to kind of squish a collaborative research project into an MTA because they're shorter and they're easier to get signed off that kind of thing that can create all sorts of issues and potentially because because they're shorter they don't actually deal with all the important stuff that you come up with in collaborative or contract research you can have prototype development agreements evaluation agreements licenses through to the full joint ventures in cooperative research centers which you know may involve setting up a new company and having shareholders agreements and all sorts of things and licenses and research arrangements around all of that that's you know very much more at the commercialization stage but as you can see a wide variety so non-disclosure agreements look I mean if you take nothing home they're great they're useful they serve a purpose but one thing to remember with confidential information is once it's been published or it's leaked there's very little you can do about that so if the value of your IP is in its confidentiality and by all means have the best NDA that you can but take practical means as well you know password protect things be careful about who you share things with where you store on the computer systems you know all of that kind of stuff and and don't forget to yeah particularly dealing with commercial collaborators you know put confidential in the footer of things you know all those practical steps are really really helpful as well key key things in non-disclosure agreements is working out well what what's actually protected by that agreement and that whether that's broad or narrow will depend on whether you're the one disclosing the information or receiving it or whether it's going to be 50/50 you know do you want to kind of cast the net extremely broad any any information unless it's part of some narrow exceptions or be really clear to say look it's only this type of information and it's only if I actually put confidential on the document that kind of thing there's usually a number of exclusions so anything that's already in the public domain is typically excluded from definitions if someone already had it in its possession lawfully from somebody else or if they come up with it themselves without kind of reference to information that that's not normally stuff you can protect that's that's fair game and the NDA will normally prohibit you from disclosing it whether that's you know through a presentation or publishing on the web or using it incidentally as part of a patent filing that might get published down the track typically they'll also have restrictions on use what can you actually use this information for is it only for this particular purpose and what happens if you go beyond that so a key aspect with your NDA is definable what is that purpose what can they use that information for so again when you come into your commercialization team I need an NDA come to them being clear on what what information is going to be subject to that is that going to be broad and narrow somewhere down the middle and and how big is that defined purpose you know if you're receiving information obviously the bigger the broader the purpose the better if you're giving it away you want to keep it narrow and they'll always invariably be exceptions for compulsory disclosures so if there's a court order or legislation requires you to disclose something and for you know for health related information there's often laws requiring disclosures in certain circumstances and dealing with any government authority or body and the minister always has a right to know what's going on so you'll often see exceptions for responses to requests from ministers for information that kind of thing so there's extra bills of bells and whistles you can add in to NDA's if if you want you might control disclosure to okay only these scientists and people in in here all his lab you might put restrictions around one of the interesting ones is where you might have put a lot of effort compiling public information so that information in that compilation is a little bits and pieces of public information but you put so much effort into that compilation you want to keep that compilation itself and trick that is confidential information so being explicit about that you know again if you're disclosing valuable information do you want some restrictions around any new intellectual property that the recipient might create using your information some restrictions so it's some rights to it results that they might use if they're using your information for other purposes or that kind of thing and then some restrictions around a liability again if you're providing information you know you don't necessarily want to be legally liable if it turns out there were errors or okay send that information so the NDA is a useful tool for protecting you there yeah again the key definitions are what information is included and what's the purpose is there one other thing is what about notes and summaries and extracts that the other party might take of your confidential information is that going to reach through to those notes and summaries as well and vice versa or just the original information time limits in Australia you can have a confidentiality agreement continued forever typically you will see a three five seven sometimes ten year term depending on the type of information but again what's this type of information you know if it's financial information about a company's you know and your turnover or whatever like three years might be more than enough for it to keep it confidential if we're talking biological materials you might want ten years you know it's potentially a long duration so yeah what's reasonable again this will depend on the type of information whether you're receiving or disclosing but certainly something to feed back to whoever's helping you with the contract there can be some sneaky things I like to put in sneaky things sometimes into my clients and confidentiality agreements regarding reverse engineering of information IP they create using it that kind of thing potentially some of those grabs can be quite broad so being alert for those yeah and again disclosure you know if you're dealing with a large company what about its affiliated companies what about their contractors is that allowed or are you going to have some additional control on all of that and right through to if it's particularly sensitive information you can be quite strict and say look you can only disclose it to these named employees each of those employees has to sign a personal confidentiality agreement you've got to give us copies you've got to have audit trails of where the information goes that kind of thing so material transfer agreements basically non-disclosure agreements but for physical materials as opposed to information so confidential information again not really that great for dealing with with physical stuff I'm other than I guess physical hard copies of written information that material and biological materials prototypes samples anything like that an extra layer of protection dealing with the fact that that's yeah it's physical oops so this is see MRIs standard MT afer for pre can where they're receiving information receiving material biological samples that kind of thing as the recipient of information so our materials these guys don't want too many restrictions and what they can do with it you know as long as it's within the general protein purpose on the flip side this is the New South Wales health health standard agreement for the contribution of samples collected from the health system to by banks now if you're providing information also materials you probably want to be quite strict on what the recipient can and can't do with those so again there's a lot of shades of grey in there's no such thing as a standard MTA it depends on whether you're receiving or disclosing material if it's going both ways then you have to find a happy medium again it one of the key purpose is to be clear on what what happens with the physical samples and to control where they can go and not to go and what they can be used for there'll be some things around liability again you know if those biological samples I happen to be infectious or something like that who's responsible for that intellectual property is is often a key thing in these agreements there may or may not be intellectual property rights in the materials being transferred but they may will be new intellectual property rights created from the use who owns those who has rights to that who controls publications around the results that kind of thing so you'll often see a bit of our G bar G around what's include so materials are typically what was supplied progeny for biological materials you know this cell line producing cells there are modified they're the same they would often be treated the same as the original materials then you get unmodified derivatives so you might have DNA acts extracts you know something that's been taken out of the original materials but isn't the materials as such and then modifications and modified derivatives with genetic modifications are happening people are playing with material does the original provider own all of that only in the physical sense and owner in the intellectual property rights in those as well or do you draw the line somewhere in the middle there and let the recipient say for example keep the modifications vice versa and again this will depend on the materials the circumstances who you're collaborating with whether they're commercial academic all of these things so I think about these issues early on and make sure that yeah yeah you've got the bigger picture in mind you're not just shipping things across without much thought yes so again the use the purpose what's the permitted use and that's going to be a key definition in your MTA your publication on and sharing of results that's obviously you're keeping but you'd be if you're shipping materials for free to an academic collaborator what are you getting in return is it just the mere acknowledgement in the publication that you supplied the materials or do you actually get a right to access the data as well and use it for your own research um if it's and privacy is a big one when we're talking about um human and also animal tissue samples you know did they actually have do they actually have effects clearance and informed consent for those samples to be shipped to you if you're receiving that that's something certainly something you should be I'm checking off and again if you're agreed to so transfer samples to a third party do you actually have ethics clearance and permission to do that Nadia's nodding her head and absolutely you guys the some of you would be dealing with this stuff on a day-to-day basis yeah and again the arguments around you know what happens around derivatives modification and and also data you know data is an interesting one and then may not be intellectual property per se in the data but it's still valuable so you know let's address that so research agreements and very broad these take all sorts of different forms from you know you're pure collaborative research where each parties bearing its own costs and putting some in-kind in through two fully sponsored research by a commercial entity I mean it also covers and potentially clinical trials consulting services and various things in between so again you know one of the key things is who's who's doing what who's putting in what who's responsible for what along the way and who gets what at the end of it these are some of the typical arguments you have particularly with commercial entities involved in collaborative or sponsored research you know they'll say look I'm writing you a big fat check I should own everything that comes out of it thank you very much you know on the flip side they're coming to you because you've got expertise and skills and training that that's valuable they don't have you might be short cutting some internal R&D that otherwise have to pay a lot more for don't sell yourself short just because a commercial entity is funding so yeah being clear on what rights are they getting out of that and again you know they'll often say I'm writing you a big fat check I'm used to getting what I pay for you're a scientist you know science is uncertain you don't know it's going to work until you to run the experiments so from a legal perspective being clear on what you're actually promising to do and achieve and and typically we'd say look we agree to run the experiments and we're not agreeing to achieve any particular outcome this is what we're aiming to achieve but if for some reason it doesn't happen don't see us and and another thing to keep in mind is I'm probably more from the commercial collaborators side but if you're doing the arrangement because of key personnel you know is that something that you lock into the contract these researchers need to supervise the research or we don't really care we think you're all great over here on the flip side if if I only want you've only got one research that could possibly do this work what happens if they yeah they up and leave although become ill for an extended period that kind of thing what what kind of protections have you to make sure you're not stuck with a legally binding contract to perform some research but you don't have anyone with the skills to do it I've just been in a meeting this morning again looking at a research plan to a next to a contract it's a great research plan it was based on a proposal done for a commercial entity it's fabulous but it was written as a proposal for a commercial entity and it has all sorts of wonderful things in it but I now need to annex that to a legally binding contract and that research plan sets out not just what the research is and who's doing what but it defines what IP coming out of that work is owned or licensed to the commercial entity and and potentially royalties and significant milestones and and all sorts of things so we can't just flip it on the back and and hope for the best that's actually a really key essential part of the contract so for those of you who are asked to do research plans or look at your justic contracts yeah please please take the time to do that the types of plans you write for funding proposals and grants aren't necessarily in a form that's great to be legally binding because we all know how you write funding proposals right it's a very different purpose so just something to keep in mind again if you're looking at milestones and deadlines are they realistic have you given yourself some wiggle room there a commercial collaborator typically won't like giving you a blank check just to go and do whatever you want in the lab for you if you're lucky they will but usually not but are the milestones that you're committing to are they realistic and achievable in light of everything and if things go wrong do you contract give you some leeway there the the president Clause but just that's to be in the contract that says look if the research plan says something that's inconsistent with the body of the agreement and keeping in mind the research plan might change every six months as you reassess things over the course of the contract which ones actually going to take priority is that the research plan or is it the formal contract it might be either depending on the arrangements but just being conscious of if you're tinkering with the research plan does your contract also need to be updated or vice versa and with all this stuff I mean I think most scientists are pretty good but the details do matter with these contracts often disputes around IP can come up many many years down the track and often it will be the detail that's important so it is worth putting the time and effort in early on when everyone's friendly rather than having to deal with a situation down the track where there's a disagreement and no once ya got the will to do anything to come up with a practical outcome yes a key issues that we've talked about yet the project plan like being a critical part I'm having a project director on a project committee yes really useful way for longer term relationships to keep them on track whether it's a collaborative arrangement or a commercialization one look if things are going well you don't have to meet every four months three months but it's a useful tool if things are starting to go a bit off the rails that you can make sure that you are having those meetings again with financial stuff are you getting paid quarterly in advance great or do you only get paid once certain activities have been completed all milestones met commercial parties and funding bodies will invariably want often separate accounts and clear audit trails of how and their funds are being spent you know you've got someone else's money you need to be accountable for that so again if you're performing one of these contracts you know make sure you are aware of what those obligations are and you're fulfilling those and again around intellectual property you know being clear on what What's in scope of the agreement what's not when what you have to share some of the benefits if you make commercial use of it down the track that kind of thing I'll just yeah this is just an interesting one and just when you're particularly with commercial entities I said I would have got an option over there well my only outcome and we might have a license to the outcome or we might have an option and that means different things to different people an option in the legal sense it's something legally binding if if XY and said happen then you get the license or you get the assignment that's it it could just still be a writer for fusil and so you agree not to give it to someone else unless you've offered it to your collaborator first or give them the right to match terms that a third party is and I just have the lowest level it's a right of negotiation or you know a right an obligation to have good-faith negotiations about what the commercial arrangements might look like but nothing legally-binding that forces you to assign or license the IP and again yeah it's always lots of RG bhaji about where the risk falls and who's responsible for one particularly yeah public sector research institutes you don't want to be taking on and this is a reliability if you can help it it's usually a bit of back and forth on that be its contracts generally yes some things to keep in mind what what the duration is its term in the sense of duration as opposed to the terms of the context your research program might only run for two or three years but some of the obligations around confidentiality and IP may have a longer run off period so again being aware of those you know and having a think at the outset that loss to appropriate there i'm termination like who when can you terminate is it only if someone hasn't performed and failed to fix that issue is that when the commercial parties gone insolvent or or do you have the right to terminate at any time without them you know having to give reasons and if it the commercial party wants that right you know is that long enough that you can you know deal with any cost you've incurred whether it's for consumables or staff all that kind of thing in the meantime yeah assignment in subcontracting so assignment again in the sense of the contract means you know transferring your obligations under the contract to somebody else you know is that can that be freely done or are there some restrictions around when it can be transferred our commercial party will typically want the right to transfer the contract if it sells its business to somebody else that kind of thing as the research providing you you might not be able to assign or subcontract at all without their consent if you likely don't want to do that make sure you've addressed that upfront and boilerplate and that's the term for the boring stuff at the back that the lawyers usually gloss over as well I must admit there's often potentially really important detail in there as well so you don't if you've been asked to review a contract you know you read that stuff at the back if something doesn't make sense or doesn't sound right you know put and I'll ask the question because better to do that before the thing gets fined rather than when it's an issue down the track um one thing that is really important is to once you've got your contract not to just shove it in the drawer and forget about it that it has that contract sets out legally binding rights and obligations so make sure that the key players are aware of what they are if there's an agreement in the material sample agreement that you have to make sure that the materials are kept in a vial that's labeled and subject to material transfer agreement dated blah blah blah with such-and-such don't just tip that stuff into another file and put it in it two separate fridge you know make sure you've you're aware of those practical obligations dire eyes deadlines if you've received potentially valuable information but you've got a a two-year confidentiality restriction on it you know put the date in your diary when the two years are up and you're free to use you know this there's no no reason why you can't do that and again particularly if you've got deadlines in research contracts whether it's to receive money or to do certain things by make sure you're on top of all of that and every organization has different ways of managing contracts you know particularly on the type of contract and what-have-you so make sure you're familiar with those as well and the role that you play as a as a researcher or ever you sit into the scheme of things and to finish a little cheerful note um humans are humans and we wouldn't need contracts if everybody just got along and we're agreeable and could resolve all their problems by growing up mature discussions so you know contracts are helpful when relationships break down if you've done a good job in addressing the key issues they might provide a process for you to follow hopefully so termination is obviously a key one when when can you terminate how do you go about it they'll be quite detailed and processes if you're ever in a situation where a relationship is broken down and there's a contract please just don't say oh it's all over forget it walk away because they're actually legal consequences if you purport to terminate a contract and you're not legally entitled to do that so please go and speak with the relevant people before doing anything of the sort force majeure again that's a that's a clause that's often in there that says look if the building burns down if the power goes out for a week that kind of thing your obligations are suspended until that situation at the slightly control is fixed sometimes there are notice periods my first legal job was reviewing your company's cabinet filing for contracts with their supplier agreements when the longford gas explosion happened in Victoria to work out which contracts they actually had to formally go through a notification process to say we can't get product to you because the factory can't work because there's no gas so again yeah if sometimes that might be military changes that kind of thing that they offer useful protection for you and they'll often been dispute resolution resolution procedures if there is an issue to follow um escalation to the CEO or senior management and that kind of thing yeah if things do go wrong you can trot off to court often get an injunction that's an order where the court says look you've been using that confidential information for unauthorized you stop that's a court order you need to comply with that else you're in contempt of court and good fun stuff damages there's another one if you breach your contract and the other party and suffers loss then you're you're on the hook potentially for the loss that they've suffered your insurer may or may not pay out depending on the circumstances and one of the biggies is actually and a reputational damage and relationships that that suffer if the contracts aren't aren't complied with but again if you've taken that that effort at the beginning to talk through some of the the key issues to think about what you're putting in what you're doing what you're trying to take out of it a lot of this hopefully should never be an issue and and again you know if you're managing your contracts well along the way over your relationships hopefully you don't actually have to come back to a litigation lawyer and oops actually looks like we're going to go to court because frankly you don't want to wish that on my worst enemy yeah if you could stay out of the courts do it and yeah that's sorry a very I feel like I've skimmed through that very quickly but Nadia Julia and David who unfortunately it's not here these guys know exactly he detention and you know they know and and I'm sorry moniker as well he's here on the the other legal side of the fence but these guys know who the right person is they they know when you need a patent attorney when you need a lawyer if you need a commercial lawyer or a litigation lawyer all of that stuff so anything and related in that way please goes to these guys and they'll help you out just in time [Music]