University of Zagreb Regulations
Pursuant to Article 21 of the Statute of the University of Zagreb, the Senate of the University of Zagreb, at its 15th regular session in the 353rd academic year (2021/2022), held on 19 July 2022, adopted the Guidelines on Intellectual Property Management at the University of Zagreb, which lay down the general rules governing collaboration, including rules applicable to contract research.
The General Principles (Section 1.3) set out the University’s approach to research, development, and commercialization activities, while Section 4.1, Research Agreements of Constituent Units or the University, further provides as follows:
4.1.1. When entering into contractual relationships concerning scientific, professional, or artistic research, the constituent units and the University shall safeguard their legitimate interests, including those relating to the management of intellectual property. Any agreement governing the ownership, protection, commercial exploitation, and other aspects of intellectual property management shall be consistent with the General Principles of these Guidelines and shall take into account the nature of the collaboration, the respective contributions and interests of the contracting parties, and the applicable legal framework.
4.1.2. Where a constituent unit or the University assumes contractual obligations affecting the management of intellectual property, particularly where such obligations restrict the publication of research results, it shall inform the employees, students, and collaborators participating in the relevant research of those obligations. Where necessary, it shall also regulate its relationship with them in a manner that enables the constituent unit or the University to fulfil the obligations it has undertaken.
The footnotes to the Guidelines further specify that the Community Framework for State Aid for Research and Development and Innovation constitutes a relevant regulatory instrument. The most recent version of the Framework was adopted in October 2022 as Commission Communication C(2022) 7388 which It sets out the modalities governing interactions between public research organisations and industry partners in order to ensure that any benefits arising from intellectual property created within a public research organisation do not constitute indirect State aid. The relevant provisions are reproduced below:
2.2.1. Research on Behalf of an Undertaking (Contract Research or Research Services)
- Where a research organisation or research infrastructure carries out contract research or provides research services on behalf of an undertaking, which normally defines the terms and conditions of the contract, owns the results of the research activities, and bears the risk of failure, State aid will not normally be considered to be transferred to the undertaking if the research organisation or research infrastructure receives appropriate remuneration for its services, in particular where one of the following conditions is fulfilled:
(a) the research organisation or research infrastructure provides its services at the market price; or
(b) where no market price exists, the research organisation or research infrastructure provides its services at a price that:
– reflects the full cost of providing the service and generally includes a margin determined by reference to those normally applied by undertakings operating in the relevant sector for the service in question; or
– is the result of arm’s length negotiations in which the research organisation or research infrastructure, acting as the service provider, negotiates so as to obtain the maximum economic benefit at the time the contract is concluded and, at a minimum, covers its marginal costs.
- Where the research organisation or research infrastructure retains ownership of the intellectual property rights or rights of access to the intellectual property rights (“IPR”), their market value may be deducted from the price payable for the services concerned.
We recommend consulting the original document, as it contains useful additional guidance, including a comparison between the criteria applicable to contract research and those governing effective research collaboration, both of which are set out in the same section of the document.
Rationale and Support
Research carried out on behalf of a client generally refers to contract research or the provision of research services. carried out by the University or one of its constituent units pursuant to a direct commission from the party funding the research. This constitutes a contractual arrangement under which the University or the constituent unit applies its expertise and practical knowledge to address a specific task defined by the client. In such cases, the client bears the risk associated with the success of the research outcome, while the University or the constituent unit receives market-based remuneration for carrying out the agreed work.
In this type of research, intellectual property rights in the research results will, as a general rule, vest in the client, with the relevant arrangements being governed by the contract. The University or the constituent unit should ensure that the scope of such intellectual property does not extend to any improvements or to newly acquired know-how and expertise relating to the methodology used in performing the services, as these constitute valuable assets that provide the University or the constituent unit, as the service provider, with a competitive advantage over third parties.
In addition, when entering into an agreement for commissioned research, the University or the constituent unit should also ensure that:
- any pre-existing intellectual property of the University or the constituent unit to be used in the commissioned research has been identified and appropriately protected;
- the right to use intellectual property and tangible assets (including samples, equipment, and materials) belonging to third parties has been appropriately agreed with those third parties so that they may be used in the commissioned research;
- all persons who will participate in the research have been identified, and the ownership of intellectual property rights in the research results has been appropriately regulated with each of them;
- appropriate measures have been taken to protect the confidentiality of information arising from, or disclosed in the course of, the research.
For support with negotiations and the planning of intellectual property management in collaborative projects with industry, please do not hesitate to contact us. Further information on the support we offer to researchers is available here.
Sources
The explanatory text on Research on Behalf of a Client has been adapted, with modifications, from the handbook Intellectual Property Management at the University, by Iva Knešaurek, Romana Matanovac Vučković, Vlatka Petrović and Tatjana Sučić. Published by the University of Zagreb, Centre for Research, Development and Technology Transfer, as part of the BISTEC – Building Innovation Support through Efficient Cooperation Network project, Zagreb, 2015, pp. 73–74.
