THIRD-PARTY OUTSOURCING AGREEMENT FOR SCIENTIFIC RESEARCH WORK

This Third-party Outsourcing Agreement for Scientific Research Work (hereinafter referred to as the “Agreement”) is made and entered into by and between ……….............................., an entity and/or company with registered office and tax domicile at .............................., tax identification number .............................., in the person of its legal representative.............................. (hereinafter referred to as the "Client"), 

and 

The Department (or Expense Centre) of Sapienza Università di Roma, with tax domicile and headquarters at P.le Aldo Moro 5, 00185 Rome, tax identification number 80209930587, represented by the acting Director, Prof. .........................., in accordance with the Charter of Sapienza Università di Roma and the Administration, Finance and Accounting Regulations, issued by R.D. no....... ... of ......... (abbreviated as “RAFC”) (hereinafter referred to as the "Provider" or the “University”).

WITNESSETH

(Specify the underlying requirements for concluding the agreement. In the case of the Client: the interest in receiving specific consultancy and services of a technical and scientific nature; for the Provider: the possession of key skills, knowledge and expertise enabling it to provide the requested consultancy and services).

WHEREAS, the Client operates in the sector of …………………….
WHEREAS, the Client desires to carry out research activities (or, alternatively, to receive technical / scientific consulting or other services) in the following field ............... (hereinafter referred to as the “Project”). 
WHEREAS, the Provider possesses key skills, knowledge and expertise in the field of .................................

NOW, THEREFORE, for and in consideration of the covenants, conditions and undertakings hereinafter set forth, it is agreed by and between the parties as follows:

1.	PURPOSE

1.1	The Client hereby engages the Provider, which by executing this Agreement accepts, to carry out the Project regarding ……………................ (provide a detailed description of the work for which the Provider is engaged, which, in any case, shall also be referred to in the attached technical annex, which is made an integral and essential part of this Agreement).

2.	SCOPE

2.1	The scope of this Agreement, as agreed by the parties, is described in more detail in the Technical Annex (hereinafter referred to as the “Annex”), which is attached hereto and made an integral and essential part hereof. The Annex shall contain a detailed description of the Project that the Provider undertakes to carry out, on the basis of and in accordance with a technical-scientific programme (hereinafter referred to as the “Programme”), which, inter alia, shall specify the agreed objectives, activities, timeline and milestones, human and material resources employed of the Project. It must also include a description of the background skills, knowledge and expertise possessed by the Provider at the time of conclusion hereof, which are deemed functional to or instrumental in performing the Project. The Programme is hereby made an integral and essential part of this Agreement by reference.

2.2	The parties may agree to make the amendments or changes to the Programme, in writing and during the term hereof, that are deemed necessary or appropriate to ensure the achievement and best outcome of the Project or to further develop the Project based on the results achieved.
 
3.	CHIEF SCIENTIFIC OFFICER

3.1	The Provider hereby designates and appoints Prof. / Dr. .................................... to serve as Chief Scientific Officer (hereinafter referred to as the “CSO”) for the Project (more than one officer may be designated, retired professors cannot be appointed).

3.2	The Client hereby designates as its representative / contact person in relation to the Project Mr/Ms ................................... (name and surname and position within the entity or company). 

3.3	Each party shall promptly notify the other party, in writing, of its decision to replace the CSO or contact person. 

4.	CONSIDERATION

4.1	The Client undertakes to pay to the Provider, as good and valuable consideration for the fulfilment of the Project activities, the sum of € ........................... plus VAT, as applicable (hereinafter referred to as the “Consideration”).

4.2	The Consideration has been determined taking into account the direct and indirect costs incurred by the Provider for the performance of the Project, in relation to the human and technical resources employed. The Consideration is inclusive of the indirect costs incurred by the Provider, and the University, and determined by the percentage amounts by way of the levy for the benefit of the relevant Budget of the University and the Provider, in accordance with the Regulation of the activities carried out under outsourcing agreements with third parties (D.r. no. ... of ... ).

4.3	In view of the above, the Consideration defined by the CSO is considered reasonable and sufficient by the Provider.

5.	PAYMENTS

5.1	The Client undertakes to pay to the Provider the Consideration referred to in article 4 above, according to the following schedule:

•	............. % of the Consideration, equal to € ........, at the date of execution hereof and, in any case, no later than 30 days from the date of execution;
•	
•	............. % of the Consideration, equal to € ...................... at (specify the intermediate milestone);

•	the remaining ...................... %, equal to € ………………….. (on expiry, at the end of the activities or with reference to a subsequent research milestone). ….………………….......................................

5.2	The said payments shall be made according to the above schedule subject to the presentation of an invoice by the Provider. The invoice shall be issued after the relevant amount had been paid into the Provider’s bank account no. ............................................

5.3	Pursuant to and for the purposes of article 1462 of the Italian Civil Code, the Client waives any objections – including, by way of example only and without limitation, for the failed, partial or incorrect fulfilment by the Provider of its obligations, with the sole exclusion of the nullity, cancellation and termination of this Agreement – in order to avoid or delay paying the entire Consideration or making the single payments. 

6.	LATE PAYMENTS

6.1	The Client shall be liable for any delays in the payments relating to the Consideration, regardless of whether or not the Client is responsible for the delay, the parties hereby intending to make the Client liable for the risk of force majeure events.

7.	TERM

7.1	This Agreement shall enter into force and become effective on the date of its execution by the parties (in case of deferred signing, from the date the last signature is affixed), for a term of ............ (months/years). After expiry, it may be renewed or extended, on the basis of a written agreement approved by the competent decision-making bodies of the parties, to be proposed at least two months before its expiry.

8.	CONFIDENTIALITY

(Pursuant to articles 98 and 99 of Legislative Decree 30/2005 – the Industrial Property Code – outsourced agreements entered into with third parties for research work provide for secrecy in the performance of the relevant activities; the secrecy clause must in any case have a fixed duration, generally corresponding to the term of the contract, and if the client requires an extension of its validity, this shall in any case not exceed five years from the expiry of the contract).

8.1	By entering into this Agreement, the parties expressly undertake, for themselves and their employees and/or contractors (for the entire term hereof and for a subsequent period of 5 (five) years after the termination or cancellation of this Agreement:
•	not to disclose any facts, information, knowledge and documents and technical or industrial secrets, information concerning know-how and information on Intellectual Property (hereinafter referred to as the “Confidential Information”), which they become aware of or which are communicated by the other party in a confidential manner, by virtue of this Agreement, and not to make the Confidential Information accessible in any way to third parties;
•	to employ any suitable means, and to carry out any and all actions or activities reasonably necessary to ensure that the Confidential Information is not freely accessible to third parties;
•	not to use the Confidential Information in any way for purposes other than and in addition to those relating to the performance of this Agreement;
•	not to duplicate, copy, reproduce, record or otherwise represent, except as necessary for the performance of this Agreement, or unless expressly permitted by the party having the right to do so, by any and all means suited to such purposes, in whole or in part, any files, deeds, documents, lists, registers, reports, notes, drawings, plans, schedules, correspondence and other materials containing one or more items of Confidential Information;
•	to return or destroy immediately, upon written request of the party entitled to do so, any and all files, deeds, documents, lists, records, reports, notes, drawings, sketches, charts, letters and any other material, including any copies or reproductions thereof, containing one or more items of Confidential Information, provided that there is no legal obligation requiring their preservation; 
•	to immediately return or destroy, upon expiry or termination of this Agreement, any and all files, deeds, documents, lists, records, reports, notes, drawings, sketches, schedules, letters and any other materials, including any copies or reproductions thereof, containing one or more items of Confidential Information, unless there is a legal requirement to preserve them.

8.2	The provisions of the preceding paragraph shall not apply to the following:
(a)	information, data and knowledge communicated by one party to the other party and which is expressly intended by the parties to be published or otherwise made available to the public;
(b)	information, data and knowledge communicated by one party to the other that are already in the public domain or are in any case already freely accessible by third parties;
(c)	information, data and knowledge that, at any time, enter into the public domain or, in any case, become freely accessible by third parties, on condition that their disclosure or accessibility are not the result of an unlawful act or have not been expressly prohibited by the disclosing party, and from the moment in which they actually enter the public domain or become freely accessible;
(d)	information, data and knowledge the dissemination of or free access to is authorized by the entitled party, and only to the extent and on the terms and conditions set forth in the authorisation;
(e)	information, data and knowledge which a party can demonstrate was lawfully in its possession before or during the course of and by virtue of its relationship with the other party;
(f)	information which a party can demonstrate is in its legitimate possession irrespective of the relationship;
(g)	the information that a party is required to communicate or make accessible in compliance with the applicable law or regulations, as well as an order given by a Public Authority, within the relevant limits, terms, forms and in relation only to the recipients to whom the party is actually required to communicate or make accessible the said information.

8.3	For the purposes of the application of this article, the expression “third parties” means any party other than the parties hereto, who are not representatives, employees, freelance collaborators or consultants of the parties to this Agreement. In any case, with regard to the individual items of Confidential Information that may come to light from time to time, the expression “third parties” shall also include the subjects indicated above in cases where, due to the nature of their relationship with the parties, they have no reason or need to know one or more items of Confidential Information, or where the party entitled to such information has expressly forbidden the communication of the Confidential Information to their address.

9.	OUTSOURCING

9.1	The Provider may outsource the performance of any particular works or activities to specialised companies or engage third parties to provide consulting services, within the framework of this Agreement, or make use, for specific needs, of other Institutes, Research Centres or Experimental Laboratories, if it can demonstrate that they can contribute any expertise and/or resources that the Provider does not possess. The outsourcing of any specific services shall be subject to the conclusion of ad hoc temporary agreements, in accordance with the provisions of the RAFC and the Regulations for third-party outsourcing, in compliance with the applicable national regulations. If teaching staff from other universities participates in the research programme, they must be authorised by the university to which they belong and duly listed in the list of university personnel attached to this Agreement.

10.	INTELLECTUAL PROPERTY RIGHTS & PUBLICATIONS

10.1	The prior knowledge constituting the technical and scientific know-how of a party is and remains the property of that party. In no case may this contract be considered as a transfer of intellectual property rights or know-how, constituting the University's previous background.

10.2	The results directly achieved in relation to the Project shall be the property of the Client, without prejudice to the moral rights of the author and inventor recognised to the individuals involved, in accordance with the applicable legislation. 

10.3	The Provider may freely use the above results for research purposes, exclusively for its own internal use and free of charge.

10.4	The Provider may also publish in scientific publications and/or exhibit and represent the said results at conferences, workshops, seminars or the like, subject to the obligation to cite the Agreement under which the research work involved in the Project was carried out, and to the prior written authorisation of the Client, which shall not be reasonably denied and shall be linked to strict considerations on the protection and exploitation of the intellectual property and the industrial development of said results.

11.	PATENTS

(Two alternative clauses are proposed for article 10, (a) and (b). The choice must be based on considerations linked to the specific nature of the relationship and of the commissioning partner, the characteristics of the inventions susceptible to protection and the prospects of exploitation thereof; the persons required to make the choice are the Chief Scientific Officer, within his/her remit, and the Department, for the relevant contractual arrangements).

11.1	Should the performance of the Project occasionally lead to and produce results protectable by means of industrial patents, the latter shall be and become the property of ....... (please specify either of the following, on the basis of the agreement entered into the parties: of the Client, of the University, or jointly).
(based on the option chosen in the previous paragraph, the following alternative clauses may ensue):

a) Ownership by the Client: the Client shall be the owner of the patent(s) resulting from the above results and the University shall be paid an additional consideration, on top of the agreed Consideration, of € ........................... as a fair bonus, payable as follows:
•	€ ……………….. within 30 days from the first filing of the patent application by the Client;
•	an additional € ……………….. within 30 days from the filing of an international patent application or an international extension of a patent application already filed nationally;
•	a further amount of € ……………….. on the occasion of the granting of the first patent application, or any international extension thereof, whichever occurs first.
11.2	The University will, however, be authorised to use the patent free of charge and without any limits of time, for educational and scientific purposes. 

11.3	The moral rights of the inventors to be recognised as the authors, pursuant to the applicable laws, shall remain unaffected.

11.4	The Client undertakes to indicate in the patent application the name of the inventor and the institution to which he/she belongs, with the obligation to communicate to the University, within 30 days, the filing of the patent application, indicating the date and number thereof. This communication must be sent, by certified email, to “La Sapienza” University of Rome, ASURTT – Technology Transfer and Enhancement Office, Patents and Licensing Sector, P.le Aldo Moro 5, 00185 Rome (Italy).

..... alternatively.....

(b) Joint ownership: the parties shall inform each other of the results achieved by the Project and each party will be required to express their interest in patenting the said results to the other party. In any case, the parties shall cooperate in writing and filing the patent application. The co-ownership interests will be defined based on the respective contribution to the invention; if undefined, they will be considered equal.

11.2	Subsequently, the parties shall define the terms and conditions for managing the joint intellectual property, which may include, compatibly with the applicable national law and the University’s internal regulations, negotiations with the Client in relation to a licensing/transfer agreement by means of which the University, consistently and in compliance with the third mission and technology transfer objectives pursued by it, transfers to the Client the exploitation rights inherent to its ownership interest.

11.3	In any case, the University shall be entitled to freely use of the results of the invention, in perpetuity and regardless of whether patented or not, for its own scientific and educational purposes.

12.	LOGOS

12.1	The logos of the parties may be used in relation to the joint activities for the Project(s) carried out in accordance herewith. This Agreement does and shall not justify or entail the use of the name and/or the granting and/or use of the trademark and visual identity of the University for commercial and/or advertising purposes. Such use, whether extraordinary or unrelated to institutional activities, shall be regulated by ad hoc agreements, for good and valuable consideration, as may be approved by the competent bodies and consistently with the protection of the University’s reputation, in accordance with the Regulations for the Use and Granting of the “Sapienza” Trademark/Logo (D.R. n. 2449/2015, reg. ref. no. 0052944 of 06/08/2015).

13.	TERMINATION & WITHDRAWAL

13.1	Each party may freely terminate this Agreement by notifying the other party by registered letter providing proof of receipt, or by certified email, with at least sixty (60) days’ notice.

13.2	In the event that the right to withdraw is exercised by the Client, it shall in any case be obliged to pay the Provider the percentage of Consideration due for the Project activities already performed by it, as well as the relevant expenses already incurred and/or apportioned for the Project up to the date of receipt of the withdrawal notice.

13.3	In the event the right to withdraw is exercised by the University, it shall be obliged to return to the Client the percentage of Consideration already paid, provided however that the Provider has not already carried out part of the Project activities which are not accepted by the Client; in this case the University shall be obliged to return to the Client only the percentage of Consideration already paid that exceeds the part relative to the Project activities already carried out by the Provider.

14.	INSURANCE & HEALTH AND SAFETY

14.1	Each party shall take out the necessary legal insurance cover for its personnel employed, under this Agreement, at the premises where the Project activities are carried out. 

14.2	The personnel of both parties shall comply with the disciplinary and safety regulations in force at the premises where the Project activities hereunder are carried out, in mutual respect of the applicable health and safety at work regulations pursuant to Legislative Decree 81/2008, as amended and supplemented, and especially article 20 thereof, as well as the instructions issued by the competent Health & Safety Prevention and Protection Officer.

14.3	The personnel of both parties, including any freelance collaborators appointed by them, shall be required, prior to entering their respective premises where the Project activities are carried out, to acquire information regarding the health and safety and prevention and protection measures put into place, issuing a specific declaration to that effect.

14.4	Compliance with article 26 of Legislative Decree 81/2008, and the availability of personal protective equipment (PPE), in relation to the specific risks at the hosting premises, are the responsibility of the competent officers of the hosting organisation. Compliance with all other obligations is the responsibility of the competent officers at the seconding organisation.

15.	 PERSONAL DATA PROCESSING

15.1	The parties declare that they have mutually informed each other and expressly agree that the personal data provided, verbally or otherwise, or otherwise collected as a result of and during the performance of this Agreement, shall be processed exclusively for the purposes hereof and in accordance with Legislative Decree 196/2003, as amended by Legislative Decree 101/2018, implementing Regulation (EU) No. 2016/679 on the protection of individuals with regard to the processing of personal data and on the free movement of such data (hereinafter referred to as the “General Data Protection Regulation” abbreviated as “GDPR”).

16.	DISPUTE RESOLUTION

16.1	The parties hereby covenant and agree that any disputes arising from the interpretation or execution hereof shall be settled amicably.

16.2	In the event that it proves impossible to reach such an amicable settlement, the parties hereby agree to refer the settlement of any disputes relating to the validity, interpretation and performance of this Agreement to the exclusive jurisdiction of the District Court of Rome. 

17.	NOTICES

17.1	Any notices and communication anyhow relating to or connected with the performance of this Agreement shall be sent to the following addresses:

For the Client: ...................................

For the Department / Centre …………….......... of Sapienza Università di Roma .......................... 

17.2	Any changes to the addresses above shall be promptly communicated to the other party. Until the change has been communicated, the communications sent to the addresses previously indicated shall be considered validly made.

18.	MISCELLANEOUS

18.1	Prior Agreements. This Agreement supersedes, for all purposes, any and all prior agreements or understandings between the parties with respect to its subject matter, whether written or verbal.

18.2	Amendments. Any amendment to this Agreement shall be valid and effective only if made in writing and signed by the parties.

18.3	Matters Not Provided For. With regard to any matters not provided for in this Agreement, the parties undertake to enter into negotiations, from time to time and in good faith, in order to define the relevant aspects.

19.	ENTIRE AGREEMENT & SEVERABILITY

19.1	This Agreement is the result of negotiations between the parties and has been jointly drafted by them. The parties, by signing this Agreement, declare that they approve it both entirely and in its individual clauses.

19.2	If any provision of this Agreement is declared void, voidable, invalid or otherwise unenforceable, in no event shall such voidness, voidability, invalidity or unenforceability affect the remaining provisions of the Agreement, such provision(s) being deemed amended to conform to the presumed or presumable common intention of the parties, to the extent required to make it valid and enforceable.

20.	REGISTRATION & FEES
20.1	This Agreement, signed in digital mode, is subject to registration only in case of use, according to articles 5(2) and 39 of D.P.R. 131/1986. Such expenses shall be charged to the requesting party. 

20.2	The costs for stamp duty, inherent to this contract, shall be charged to the Client.

IN WITNESS WHEREOF, both the University and the Company have executed this Agreement, by their duly authorized respective officers, the date written below.

The Provider			             			The Client
      		                				
By: ………………………………			          	By:…………..……………………

Name: …………………………..				Name: …………………………..

Title: …………………………….				Title:……………………………..

Date: ……………………………				Date:…………………………….

Contact:…………………………				Contact: ………………………..

TECHNICAL ANNEX

Client	[Give client's details] 	
		
Objectives	[Provide a detailed account of the agreed objectives].  	
		
Project activities to be carried out and manner of performance
	[Provide a detailed account of the activities to be carried out and the relevant manner of performance].

Timeline and delivery deadlines
	[Specify the performance timeline]
[Specify the expected timeframe for the achievement of the intermediate and final results].

Dedicated human and material resources 	[Provide a detailed account of the human and materials resources required].

Background Knowledge	[Provide a detailed account of the background skills, knowledge and expertise of the provider].