Issue link: https://htpgraphics.uberflip.com/i/116750
Emily's R&D SCENARIOS Emily's R&D? After signing up to the Confidentiality Agreement with NWP, Emily discloses the information in relation to the plant extracts and their effectiveness as a cure for certain types of cancer to NWP's Chief Scientific Officer. Despite Emily's extensive planning and preparation, NWP decides that the evidence presented by Emily is not conclusive as to proving that certain plant extracts could act as a cure for cancers. Unfortunately, NWP neither has the relevant staff nor the space nor the financial capacity to undertake further research into the effectiveness of plant extracts as cancer cures. NWP decides that the best course of action would be to pay Lakeland to undertake the research on its behalf. Although NWP does not consider the current evidence to be conclusive, it can foresee the potential benefits and profit if further research leads to a marketable cancer cure. NWP approaches Emily with this proposal. Although she is somewhat reluctant to get Lakeland involved, as most of the work had been done in her spare time, she is keen to progress the matter and approaches Lakeland. Lakeland agrees to negotiate a research and development arrangement with NWP, but insists that Prof. Table supervises Emily in her work. Despite its apparent financial limitations, NWP indicates that it wants to pay FEC, own all IP from the research and does not want to allow publication until (or if) the products go to market. (It is actually insisting on an embargo on all communications outside the team which will be working on the project.) NWP has also offered students in the relevant department access to certain of its equipment for the purposes of the project. After some protracted discussions, the parties decide that they should enter into a basic Heads of Terms, which will not be legally binding and which will record the general agreement between Lakeland and NWP. Although it will usually be the case that Heads of Terms such as the ones being discussed here would be drafted and/or negotiated by the relevant specialist in your institution, it is worth you considering for a few minutes what sorts of terms should be contained in the Heads. List out any terms that you think should be contained in the Heads. 18