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Research License Agreement

Research License Agreement Template for Nigeria

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Key Requirements PROMPT example:

Research License Agreement

"I need a Research License Agreement under Nigerian law for a 3-year pharmaceutical research project between a UK-based pharmaceutical company and a Nigerian university, starting March 2025, with provisions for clinical trials and data protection compliance."

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Document background
The Research License Agreement is essential for organizations conducting research activities in Nigeria where licensed technology or intellectual property is involved. This document type is particularly crucial given Nigeria's strict technology transfer regulations and the requirement for NOTAP approval of such agreements. The agreement should be used when one party (licensor) grants another party (licensee) the right to use specific technology, methodologies, or intellectual property for research purposes. It includes comprehensive provisions for research scope, compliance with Nigerian regulations, intellectual property rights, confidentiality, and reporting requirements. The agreement must align with Nigerian federal laws, including the Patents and Designs Act, Copyright Act, and relevant research ethics guidelines. Special attention is paid to technology transfer regulations, data protection requirements, and research ethics compliance.
Suggested Sections

1. Parties: Identification of the licensor and licensee, including full legal names, registration details, and addresses

2. Background: Context of the research license agreement, including the nature of the research and the parties' expertise

3. Definitions: Detailed definitions of key terms used throughout the agreement

4. Grant of License: Specific terms of the license grant, including scope, territory, and exclusivity

5. Research Scope and Objectives: Detailed description of the authorized research activities and intended outcomes

6. Term and Termination: Duration of the agreement and conditions for termination

7. Payment Terms: Financial arrangements including license fees, royalties, and payment schedules

8. Intellectual Property Rights: Ownership and rights related to existing and newly created IP

9. Confidentiality: Protection of confidential information and trade secrets

10. Compliance Requirements: Obligations to comply with Nigerian laws, including NOTAP requirements

11. Publication Rights: Terms governing the publication of research results

12. Warranties and Representations: Standard warranties regarding authority, IP ownership, and non-infringement

13. Liability and Indemnification: Allocation of risks and responsibilities between parties

14. General Provisions: Standard boilerplate clauses including notices, assignment, and governing law

Optional Sections

1. Data Protection: Required when research involves personal data processing

2. Ethics Committee Approval: Mandatory for medical or human subject research

3. Export Control: Required for research involving controlled technologies or international transfers

4. Material Transfer: Needed when physical materials are being transferred for research

5. Student Involvement: Required when university students will be involved in research

6. Commercial Development Rights: Relevant when there's potential for commercial exploitation of research results

7. Equipment Usage: Required when specific research equipment or facilities are involved

8. Third-Party Rights: Needed when research builds upon or requires third-party intellectual property

Suggested Schedules

1. Schedule 1 - Licensed Technology: Detailed description of the technology or IP being licensed for research

2. Schedule 2 - Research Plan: Detailed methodology, timelines, and milestones for the research

3. Schedule 3 - Payment Schedule: Detailed breakdown of fees, royalties, and payment terms

4. Schedule 4 - Reporting Requirements: Format and frequency of research progress reports

5. Schedule 5 - Authorized Researchers: List of approved personnel who may conduct the research

6. Appendix A - Technical Specifications: Technical details of licensed technology or research protocols

7. Appendix B - Compliance Certificates: Copies of relevant regulatory approvals and certificates

8. Appendix C - Background IP: Detailed list of pre-existing intellectual property rights

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Applicable Laws
Background IP
Commencement Date
Confidential Information
Data
Effective Date
Field of Use
Foreground IP
Improvements
Intellectual Property Rights
Licensed Materials
Licensed Technology
NOTAP
Patent Rights
Principal Investigator
Project
Research
Research Location
Research Materials
Research Methods
Research Objectives
Research Period
Research Personnel
Research Plan
Research Results
Research Site
Royalties
Technical Information
Term
Territory
Third Party IP
Trade Secrets
Clauses
Grant of License
Research Scope
Payment Terms
Intellectual Property Rights
Confidentiality
Regulatory Compliance
Technology Transfer
Research Standards
Publication Rights
Reporting Requirements
Ethics and Compliance
Data Protection
Record Keeping
Quality Control
Access Rights
Personnel Requirements
Material Transfer
Equipment Usage
Risk Allocation
Insurance
Warranties
Indemnification
Force Majeure
Term and Termination
Dispute Resolution
Governing Law
Assignment
Notices
Entire Agreement
Amendment
Severability
Third Party Rights
Export Control
Anti-Corruption
Relevant Industries

Healthcare and Life Sciences

Information Technology

Biotechnology

Agriculture

Environmental Sciences

Energy

Manufacturing

Pharmaceuticals

Education

Chemical Industry

Defense and Security

Telecommunications

Relevant Teams

Legal

Research and Development

Intellectual Property

Regulatory Affairs

Scientific Affairs

Compliance

Technology Transfer Office

Innovation

Contract Administration

Laboratory Operations

Relevant Roles

Research Director

Chief Scientific Officer

Legal Counsel

Intellectual Property Manager

Technology Transfer Officer

Research Compliance Officer

Chief Technology Officer

Head of R&D

Research Project Manager

Scientific Affairs Director

Regulatory Affairs Manager

Contract Manager

Innovation Director

Laboratory Manager

Research Ethics Officer

Industries
Patents and Designs Act 1971: Governs the protection of inventions and industrial designs in Nigeria, crucial for defining the scope of licensed research and potential intellectual property outcomes
Copyright Act (Cap C28, Laws of the Federation of Nigeria, 2004): Regulates copyright protection and will be relevant for any research outputs, publications, or materials created during the research
National Office for Technology Acquisition and Promotion Act: Regulates technology transfer and licensing agreements in Nigeria, requiring registration of such agreements
Nigerian Contract Law (Common Law principles): Provides the fundamental legal framework for contract formation, enforcement, and remedies in Nigeria
National Health Research Ethics Committee Guidelines: If the research involves human subjects or medical research, these guidelines must be considered for ethical compliance
Nigeria Data Protection Regulation 2019: Crucial for handling personal data in research activities and ensuring compliance with data protection requirements
National Science, Technology and Innovation Policy: Provides framework for research and development activities in Nigeria, including guidelines for international collaboration
Evidence Act 2011: Relevant for electronic communications and digital documentation aspects of the research agreement
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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