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End of the Contract 46 Section 11 Disputes/Deadlock While no collaborator wants to anticipate conflicts or termination of a collaboration before it is created, these provisions can be extremely important in safeguarding your institution's and your interests. It can be useful to have mechanisms in the Research Contract for settling disputes or to avoid deadlocks which can cause the alliance to break down. This is your pre-nuptial agreement. What happens if you cannot agree with your collaborators? Deadlock can arise either in a 50/50 collaboration where the collaborators take opposing views or where a collaborator has exercised a right of veto. How should you cater for such a deadlock or any other type of dispute? There is no easy solution. There is a number of ways of approaching this situation; all relatively unattractive from a commercial perspective: Dealing with Deadlock Casting vote Giving a collaborator a casting vote will unlock deadlock but it will do so by giving one collaborator an advantage which negates the concept of joint control and is, therefore, not usually acceptable. One possible way to mitigate this effect in a 50/50 collaboration is for the casting vote to be on a rotating basis between the collaborators, but that can just delay the exercise of the advantage. Arbitration/Expert Referring matters in dispute to an agreed expert or arbitrator will unlock deadlock. The expert or arbitrator may be appointed by agreement of the parties or by an independent body, such as the President of the Institute of Arbitrators. Leaving matters to be decided by third parties in this way is usually inappropriate for strategic decisions. The arbitrator will generally not have sufficient knowledge of your operation and it will only be a short term solution which is unlikely to resolve more basic differences in approach between the collaborators. It may work well for technical issues e.g. whether to patent. Cooling off period – the collaborators, usually in the form of the Project Managers, having recognised and failed to reach agreement on a deadlock matter are obliged to recognise it as such and then meet again a number of days later to see if their views have changed upon reflection.