End of Contract Consequences
Whether the Research Contract runs its natural course or terminates early there are certain consequences of the contract coming to an end, which will need to be considered. They will vary slightly depending upon the reason for the contract coming to an end.
If the contract does not run its full course you will need to provide for the supply of final reports post-termination. There may also need to be some payment of expenses to which your institution has committed (such as staff contracts) which cannot be terminated immediately.
If a collaborator is removed or withdraws you will need provisions to appoint substitute collaborators. These provisions will be similar to those for replacing key individuals within the research team. Often all collaborators need to approve any new or replacement collaborator.
It will be important to preserve the confidentiality of certain information after the end of the contract and this should be specified. It may extend to the destruction, deletion or return of assets, documents and information to their owners.
Some of the licences to use IP may need to continue beyond the end of the contract. These can be certain licences to use Background IP and any licences of Foreground IP. In addition collaborators may need to be granted ongoing access rights to results and other information. This will apply in particular where a collaborator is removed or withdraws but their IP is still needed to complete the Project.
If the contract is terminated because of the “default” of one collaborator there may be rights included for the “non-defaulting” collaborator(s) either to buy out the Project assets from the defaulting collaborator, which may just be IP, at a preferential price or alternatively having the right to require the defaulting collaborator to buy the non-defaulting collaborators’ Project assets at a full and fair value. Clearly these rights need to be granted at the option of the non-defaulting collaborator(s) if they are to be meaningful.