The elected professor signing a
research agreement on behalf of the ETH Zurich
is responsible for the compliance with the
Contract Guidelines and the adherence to the
obligations incurred on the part of ETH Zurich.
Contact: Please contact the responsible person at ETH transfer for additional information in relation to contracts
PDF Download: Calculation example for a sponsored research project at ETH Zurich
Typically, in case of a Research Collaboration Agreement, an industrial partner supports (e.g. through funding) a research project at ETH Zurich. A number of important points should be considered when establishing such an agreement:
1. It is important to define such projects clearly, so that they can easily be distinguished from other research projects carried out at ETH Zurich (esp. within the same group).
2. It is often the case, that the parties to such an agreement expect new intellectual property (e.g. inventions or software) to be created in the course of the project. The agreement defines what rights the industrial partner has to the project results (and any intellectual property); this can range from options to negotiate a license, to exclusive licenses, or even acquisition of specifically identified intellectual property rights.
3. The right of ETH Zurich researchers to publish the project results must be secured in the agreement. Publications can be delayed, for a restricted period of time if needed to allow for a patent protection.
4. When calculating the project costs, the infrastructure contribution of 10% on top of the direct costs needs to be accounted for. This contribution is levied on any and all projects where the industrial partner obtains any rights to intellectual property, or is granted a first right to negotiate an exclusive license in a specific field.
Alternatively, if both parties agree, ETH Zurich can grant to the partner the prior right to file patent applications in the partner's name. The partner shall then have the exclusive right of use of these patents in a specified field. The rights of use outside such a field of use shall rest with ETH Zurich. The same applies for the use of software generated in the project. In such cases, an additional overhead of 35% (i.e. total of 45 % overhead costs) on top of the direct costs needs to be added to the project budget.
A Service Agreement is the appropriate contract if ETH Zurich uses existing knowledge to render services to a partner in a certain area of research. Examples of typical scientific services are measurements, analysis of samples, or the collection and evaluation of data. With the exception of the direct measurements, analysis or study results, new intellectual property is generally not expected. Pursuant to Art. 10 para. 2 ETH-Gesetz, market prices are to be charged for the services and the infrastructure contribution/ overhead of 10% on the direct costs is applicable.
A Sponsoring Agreement is concluded in cases where a third party supports research at ETH Zurich by making a financial or in-kind contribution (to ETH Zurich) and in return gets its logo publicized on the relevant ETH Zurich publications, at an ETH Zurich event/conference, or receives public attention via ETH Zurich in other ways. The mention of the name of a funding partner in the acknowledgments of a publication in an academic journal does not fall into this category. Sponsoring Agreements of CHF 50’000 or more additionally require the authorization of the Vice President Research and Corporate Relations.
A grant is a financial or in-kind contribution to support a research project at ETH Zurich typically made by a foundation or a research funding organization. Instead of signing a bilateral contract, a grant is often awarded by means of a letter to the project manager or principal investigator. Grants below CHF 50’000 may be accepted by the responsible elected professor on behalf of ETH Zurich. Grants of CHF 50’000 or more additionally require the authorization of the Vice President Research and Corporate Relations.
Via a Licensing or Option Agreement, a third party can acquire a right of use to intellectual property (e.g. patents or software) of ETH Zurich in return for payment. If a third party is interested in licensing or obtaining ETH Zurich intellectual property rights, ETH transfer will help to negotiate and establish an appropriate Agreement, safeguarding the interests of the ETH Zurich. In such cases please contact the Licensing Team at ETH transfer.
Any such Licensing or Option Agreements requires the authorization by the Vice President Research and Corporate Relations.
A Material Transfer Agreement (MTA) is used where materials (e.g. biological materials such as plasmids, cell lines, antibodies, or other substances) are transferred from ETH Zurich to a third party or vice versa for research purposes. The material is generally free of charge apart from a reasonable contribution to expenses associated with the transfer. The MTA governs the rights and duties of the delivering and of the receiving party. The responsible elected professor can sign an MTA with a university/academic partner on behalf of ETH Zurich. However, in the case of an industrial partner, the authorization of ETH transfer is required, and such MTAs must be sent to ETH transfer for review and, if approved, signature. A template for an MTA can be found here.
In a Non-Disclosure Agreement (NDA), also known as Confidential Disclosure Agreement (CDA), Secrecy Agreement or Confidentiality Agreement, the parties agree to maintain secrecy with regard to certain information. An NDA is often concluded at the very start of the negotiations for a potential collaboration to allow the parties to freely exchange information in a confidential environment. If both parties are going to disclose secret information, you should make sure to use a bilateral version of an NDA where confidentiality obligations are mutual. Elected professors can sign NDAs on behalf of ETH Zurich. We strongly recommend that you send NDA drafts to us for a review before signing them.
A Private Consultancy Agreement is typically signed by ETH professors in their own name and at their own risk for a consultancy service exclusively rendered by the individual professor as a private person without using ETH Zurich infrastructure. The professor is personally responsible and the ETH Zurich as legal entity assumes no liability. Therefore, any involvement of ETH Zurich in the professor’s consultancy project is to be avoided. Accordingly, ETH Zurich must not have any obligations whatsoever under the Private Consultancy Agreement, the professor has to use his/her private address in the Agreement rather than his/her ETH address, and any payments from the contract partner must be made to the professor’s private account and in no case to an ETH Zurich account.
ETH transfer does not give legal advice on Private Consultancy Agreements. (If sent to ETH transfer before signature, ETH transfer will check such contract drafts only to ensure that ETH Zurich has no obligations or liability thereunder). Thus, the researcher signing a Consultancy Agreement is solely responsible for compliance with the relevant ETH rules, especially with the provisions of Art. 6 of the “Professorenverordnung” ETH (the Verordnung can be found at www.rechtssammlung.ethz.ch when entering the keyword “Professorenverordnung” or the number “501”), the provisions of Art. 20 and Art. 23 of the Bundespersonalgesetz (keyword “Bundespersonalgesetz” or “121”) and the provisions of the so-called “Guidelines concerning Outside Activities of ETH Zurich Professors”(keywords “Guidelines + Professors” or “501.2”). If a professor uses ETH infrastructure for his/her outside activities for such consultancy work, Art. 6 para. 4 Professorenverordnung and Art. 5 of the “Guidelines concerning Outside Activities of ETH Zurich Professors” apply. The use of ETH personnel for outside activities by a professor, such as for a Private Consultancy Agreement, is only admissible/permitted in exceptional cases and is subject to the express and specific approval by the President of ETH Zurich (see Art. 5 para. 1 of said Guidelines).
For donations which are not linked to a specific research project at ETH Zurich, please contact the Rechtsdienst (Legal Service) of ETH Zurich. Donations can be given via a unilateral attestation/confirmation letter by the donor about the allocation of the cash amount or in-kind contribution. It must be apparent from the letter that the donation is given without return consideration.
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