Legal Project Management

Nowadays our university and researchers participate in numerous Finnish and international projects. These projects require certain legal actions before their start and during their implementation. The purpose of the following section is to help our staff to better understand the legal issues in projects, especially at the proposal stage. The section presents the basic differences between the required documents, agreements and contracts, and the step-by-step stages of projects from a legal point of view.

A non-disclosure agreement (NDA), also known as a confidentiality agreement, is a legal contract between at least two parties that defines the confidential material, knowledge, or information that the parties wish to share with one another for certain purposes but to which they wish to restrict access by third parties. Through this contract parties agree not to disclose the information covered by the agreement.

We use non-disclosure agreements in a number of instances, for example when our university wishes to discuss collaboration opportunities with external organisations or negotiate partnership with private companies. In such cases trade secrets are often involved and it is both necessary and beneficial to have a signed non-disclose agreement that allows the parties to talk freely.

When signing a non-disclosure agreement, our staff must ensure that their right to publish research results is not compromised. This is why certain provisions must be included in the agreements.

Ask the project lawyer for help with drafting or reviewing non-disclosure agreements. He or she can make amendments to them before they are signed, if necessary. The project lawyer also advises you on whether it is necessary or beneficial to sign a non-disclosure agreement before discussing unpublished research results with an external organisation, for instance.

A memorandum of understanding (MoU) is a nonbinding agreement between two or more parties that defines the terms and details of an understanding, including the requirements and responsibilities of each party. It is signed between the participants of a project and its purpose is to outline the collaborations taking place and actions to be performed within a specific period of time.

The agreement sets the framework for the negotiations between the partners of a consortium, which is why it is generally concluded at the very beginning of the negotiations on their involvement in a project, usually before submitting the project proposal. Through the agreement the parties express their intent to be part of the proposal and future project, describe the intended common line of action, and clarify any protocols for communication, information exchange, reporting, confidentiality issues, and conditions for modifying and terminating the agreement.

As a commitment by the parties, the agreement can be a very useful tool for facilitating effective collaboration and linkages. It joins parties together in order to achieve a specific outcome and helps to solidify partnership among the partners of a consortium.

MoUs are used synonymously with letters of intent, which express an interest from the participants in performing services or their intention of taking part in an activity but do not legally obligate any party. The signatories simply enter into the agreement in good faith, on the basis that it is a fair and honest representation of their intentions.

All participants of a project financed under EU's framework programmes must sign a consortium agreement. Generally, a consortium agreement refers to the internal organisation of a consortium. The contract also regulates the rights and obligations of the project participants with reference to management structures and financial distribution, but also concerning confidentiality, liability and Intellectual Property Rights (IPR).

Contrary to the grant agreement, the European Commission is not a party to the consortium agreement, which is only agreed and signed between the project participants. The grant agreement and its annexes is signed after consortium agreement has been concluded by the project partners.

Consortium agreements must be co-signed by the Rector of the University of Lapland, who is responsible for ensuring that the agreements comply with the existing legislation and our university's guidelines for research collaboration agreements.

Typically, the coordinator of a research project prepares a draft of the EU consortium agreement with a lawyer to be sent to other project participants. Drafts prepared outside of our university must be sent to the university's project lawyer for a compliance legal review before signing.

A grant agreement is a standard contract between the funding institution and coordinator of a project defining the basic conditions for the project financing. Apart from these conditions, which are stipulated in the main body of the contract, the grant agreement consists of different annexes. The signatories of the grant agreement are the European Commission as the EU’s representative and the coordinator.

Additional project participants accede to the treaty by signing the "Accession Form" (Annex III) and are thereby liable to the same rights and duties as described in the grant agreement. This applies equally to parties from a third country, which receive no project funding from the EU and are subject to the contract as "beneficiaries not receiving EU funding". Grant agreements for Horizon2020 projects are signed only electronically.

Karol Kowalski

Lawyer
firstname.lastname (at) ulapland.fi
Tel. +358 40 4844026