Guidelines on cooperation agreements

Aarhus University’s Delegation Provisions concerning external funding state in the section on the area of application of the regulations that Ground rules for responsible conduct of research and research freedom in regard to collaboration with external parties must be adhered to in connection with cooperation agreements or other agreements on support for research projects where the funder imposes conditions that go beyond the requirement to report how the grant has been used. The legal basis covers external partners and thus both private and public-sector partners.

Cooperation agreements are defined as agreements entered into between Aarhus University and public institutions and/or private companies, with both parties putting resources into the project. The external party's contribution should not be regarded as payment for an actual service/product but as a subsidy for the activity.

Pursuant to Ground rules for responsible conduct of research and research freedom in regard to collaboration with external parties, a cooperation agreement means an agreement between the university and an external partner on a joint research project that is characterised by:

• both parties contributing services of financial value
• the external party also contributing with knowledge etc within the specific field
• the parties retaining the rights to their own results
• the university's input constituting a continuation of the normal research activities within the subject or research environment in question

all the above items being simultaneous conditions that must be met for it to be classed as a cooperation agreement.

A cooperation agreement is subject to VAT when a service or a right is required in return for receipt of the funds – either in relation to the funder or to a third party. Please see the VAT guidelines at Aarhus University (in Danish) for further information on VAT on cooperation agreements. AU Accounts Receivable decides whether cooperation agreements are subject to VAT.

The expression ‘cooperation agreement’ sometimes appears in contracts concerning external funding, even if it is a matter of unconditional subsidies rather than agreements that meet the conditions regarding cooperation agreements. This is inexpedient, as it can contribute to misunderstandings about VAT settlement etc. It is therefore preferable that the expression ‘cooperation agreement’ only be used in contracts that are real cooperation agreements.

Financially, cooperation agreements are governed in accordance with the rules on grant-financed research activities/other grant-financed activities DFS4/DFS5.

As regards entry into agreements, it must be emphasised that Aarhus University is a single legal entity. When the university enters into an agreement, it is thus Aarhus University as a whole that becomes a party to the agreement. This means that collaborating partners cannot enter into agreements with just one or more researchers, and a department (Aarhus BSS, ST, HE)/school (Arts) or faculty cannot enter into an obligation separately.

The duly authorised signatory for Aarhus University is the rector – see Delegation Provisions concerning external funding.

In the vast majority of cases, however, authority to enter into agreements on behalf of Aarhus University is delegated from the rector to the heads of department/heads of school, and thus as a rule a research agreement with external parties must ultimately be approved and signed by a head of department/head of school.

AU Corporate Relations and Technology Transfer – Aarhus University’s unit for external relations and business collaboration – will normally handle preparation and negotiation of contracts with external partners on behalf of Aarhus University.

AU Corporate Relations and Technology Transfer ensures that all agreements comply with the specific acts and regulations that the university is subject to. AU Corporate Relations and Technology Transfer also ensures that the agreements are always signed by the right people. It is Aarhus University’s aim that upon conclusion of the negotiating phase complete clarity has been reached regarding the parties’ expectations of the collaboration.

In June 2015, Universities Denmark issued a publication/brochure: Agreements on research collaboration – the pathway through a good negotiation process (in Danish). AU Corporate Relations and Technology Transfer has taken part in the preparation of this brochure.

The aim of the brochure is to demonstrate the frameworks for research collaboration between universities and businesses, and to describe the typical procedure for entry into agreements. The focus is on research cooperation agreements where both the university and the company contribute to the collaboration.

The brochure specifically targets those who are to take part in negotiation regarding a research collaboration – primarily researchers and others with a technical, academic or business background who are employed by companies or at universities.

The brochure describes the various frameworks and conditions for universities and companies, as well as the course of an agreement on research collaboration:

• first period, during which the parties agree on the academic content and finances
• second period, during which the parties agree on the contractual considerations
• any third period, during which the parties agree on the terms and conditions regarding commercialisation of the results of the collaboration (=> purchase of research services, also known as commissioned research or income-generating activities (IV)).

In the event of a third period, the contract goes from being covered by grants to being covered by income-generating activities.

AU Corporate Relations and Technology Transfer has prepared a guide: Collaboration with Aarhus University – the bridge between research and business & industry (in Danish) that provides easy, quick and clear insight into the opportunities and principles regarding research collaboration with Aarhus University.

The guide is intended for private companies, foundations and government agencies & institutions, but it can also act as an internal guide for the university’s researchers.

In section 3, the guide provides an outline of the two types of research collaboration Aarhus University can take part in:

• Co-financed research
• Commissioned research (income-generating activities)

and covers subjects and issues that experience has shown are particularly relevant in connection with research collaboration:

• Section 2: Entry into agreements
• Section 4: Confidentiality
• Section 5: Material Transfer Agreements
• Section 6: Publication
• Section 7: Inventions, patents and licence agreements
• Section 8: Use of research results

Please see the guide (in Danish).

For further information on cooperation agreements and agreements on rights please see

• • The ministry’s guidelines on research collaboration: Rules on cooperation agreements and agreements on rights between public research institutions and private companies (in Danish) prepared by the Johan Schlüter Committee in 2008 under the Danish Agency for Science, Technology and Innovation.
• The ministry’s guidelines on universities’ research collaboration with private companies: Guidelines for universities’ research collaboration with private companies (in Danish) prepared in 2005.
• The Danish University and Property Agency's publication on Public research for private funding, universities' collaboration with commercial foundations and private companies (in Danish) prepared in 2011 under the Danish Ministry of Science, Technology and Innovation.

The Danish University and Property Agency's leaflet/publication of 2011 (in Danish) is, according to the foreword, intended as a tool for creating an overview of the circumstances it is important to be aware of in connection with collaboration between private companies and universities regarding research. The leaflet is an expression of what is good practice in connection with research collaboration, and is primarily aimed at private companies and foundations that wish to co-finance public research. The information is, however, also relevant for researchers.