Collaboration agreement for degree projects
Agreements for student degree projects in collaboration with third parties
The following text is to inform about matters that are frequently put to the Legal Affairs Division in conjunction with bachelor and master level student degree projects in collaboration with companies or other organizations (hereafter companies).
Purpose of a collaboration agreement
The most common reasons to conclude an agreement in relation to degree projects are to regulate ownership of working results together with coherent matters such as licenses, remuneration, and to regulate confidentiality. In addition, there might be a need to agree on insurance requirements, adherence to local regulations at the company, travel costs etc. In some projects the company economically compensates the student for the work performed, which then typically should be part of the written agreement.
The experience of the Legal Affairs Division is that matters regarding confidentiality (which is more thoroughly discussed below) stands out as something often disputed when concluding these agreements. We therefore recommend that the company and the student (with possible support from the tutor at the university) before commencement of any project agree on respectively what information that may not and what information that needs to be included in the written report. If there is an overlap between such not-for-use information and must-have-in-the report information, it should seriously be considered if the degree project can be done within the collaboration at hand.
The parties to the collaboration agreement
In general it is the company that request to contractually regulate the degree project. Companies have different preferences when it comes to who shall access the agreement. Normally it is requested that the student enters, and not unusually also the university. In more rarely cases it is also requested that certain officers at the university (such as the examiner, archive manager, supervisor and/or scientific reviewer) access the agreement or some combination of foregoing. N.b. that only if the university itself is an actual party to the agreement, the university is bound by the terms of the agreement. For the university to become a party it has to be signed by an authorized signatory (according to applicable delegation of authority). Hence a student can consequently not by itself commit the university to e.g. handle information in a certain way. Contractual commitments by a student not to transfer information to a third party therefore can have the consequence that the information cannot be transferred to the university, e.g. by submitting the report for examination.
Contractual confidentiality obligations are usually achieved by an independent agreement (confidentiality agreement) or by terms in a project agreement (confidentiality clauses). In the context of degree projects, the student commonly is obligated to keep secret certain denounced information that the company regard as sensitive. In some cases the company request that this obligation is extended to all information that the student receive from the company. This latter case is more onerous for the student but can be reasonable, e.g. if the student is to be located to the company and it is difficult to foresee what information the student thereby will come in contact with. It happens that the company requests that also information produced by the student, i.e. results of the student work, is to be confidential. This is mainly in cases when it has been agreed that ownership of the results are to accrue to the company.
Ultimately it is the student that must decide on what confidentiality obligations are acceptable to him/her and the university will merely advice on these matters, though it must be regarded as in the interest of both the student and the university that the student is not obligated to get an approval of the company to submit information to the university. This since an absence of such approval could risk the possibility to submit the final report for examination. The recommendation of the Legal Affairs Division is consequently that the student always reserves the right to submit information to the university to the extent necessary to be able to complete his/her studies.
In addition to the necessity to secure the right to be examined on the project, the student may consider if there are other need of use of the results that would be circumscribed by far-reaching confidentiality obligations. This could be e.g. if the student see a use of present the report in a future search for employment or if the student see the potential of future commercial use of the results.
It happens that officers at the university such as the examiner, archive manager, supervisor or scientific reviewer are requested to undertake confidentiality obligations in relation to a student’s degree project. The function of officers making such personal commitments can be questioned, at least when the university has accepted obligations of confidentiality. This since the officers as employees at the university will be subject to corresponding obligations according to law (offentlighets- och sekretesslagen). It is the recommendation of the Legal Affairs Division that employees carefully consider the consequences before entering to any personal agreements with confidentiality obligations. E.g. could the confidential information overlap information that the employee develop him/herself within research that the employee prefer making public.
As a fundamental principle at the university all information shall be accessible to the extent possible. This in particular in a context when the university is exercising public authority, such as grading a report (where obviously the report is the assessment basis). In spite of this principle, there might be degree projects on bachelor and master level when it is motivated with some secrecy for the report and the Swedish secrecy law (offentlighets- och sekretesslagen) also provides some legal possibilities to keep secret reports from degree projects emanating from collaborations (previously this was only possible if the degree project was performed as commissioned work). In accordance with a statement of the Vice-chancellor, this possibility shall be applied restrictively. If intending to apply this possibility yet, it is appropriate to formally acknowledge the collaboration by stating it in a written agreement. Whoever decide on such agreement at the university (the signatory) is responsible for securing that the agreement does not entail any risk for the student to not be able to submit the report for examination. Also the signatory must secure that the agreement not contravene any legal obligations on public access to documents or obligations in regard of archiving. The Legal Affairs Division will on request assist on verifying these aspects of the agreement.
Disposition of the work results
Commonly the company strives to be able to use the work results of the project and might want to secure this right of use by an agreement. Since the results belong to the student, it is the discretion of the student to agree on user rights to the company or even if the results shall be transmitted to the company. Consequently, these are contractual terms to be negotiated between them.
Since matters of ownership of results can be relevant for matters of confidentiality, this may of practically reason be regulated in the same agreement as the university will be a party to. It that is the case, it is of great importance that it cannot be perceived as if the university has opinions or make demands or otherwise influence the student in regard of the results. Therefore the department should carefully clarify to the student that it is the responsibility of the student him/herself to assess the contractual terms regarding ownership and right to use.
Below is a template agreement for degree projects in collaboration with third parties, in a Swedish and an English version. The template agreement is between the company, the student and the university. Please note that it is the responsibility of the student to inform him/herself of the content of the agreement and to decide based on own interest’s if the terms are acceptable. The university decline any and all liability for the student’s use of the template and makes no undertaking to represent the student in a possible future dispute between the student and the company.
 It could possibly be argued that personal commitments could subject the officers to a more advanced obligation to observe silence than the university itself can oblige its employees to but any such gain should be contrasted with the questionable circumstance that employees of the university shall have to make private contractual commitments to be able to fulfil their employment.
 Statement from the Rector’s office 1988-08-09, dnr 1592/88.