What This Does
Organize information before handing contract consultations such as joint research, commissioned research, NDAs, MTAs, data provision, subcontracting, and memoranda over to the legal, contracts, and industry-academia collaboration departments. This is not a skill for judging contract terms, but a skill for ensuring that background, counterpart, research content, funding, deliverables, intellectual property, data, deadlines, and open issues are all complete without omission.
- Target Users: URA, industry-academia collaboration staff, research support staff, PIs, departmental administrative offices
- Issues to Solve: Materials for consulting the contract staff are insufficient, and the start is delayed by back-and-forth confirmations
- Expected Effects: Reduce mix-ups in contract types, omissions in confirming intellectual property, data, and subcontracting, and insufficient counterpart information
Required Inputs
- Purpose of Consultation: NDA, joint research, commissioned research, data provision, MTA, subcontracting, MOU, etc.
- Counterpart Information: Institution name, country, contact person, company/university/public institution, status of checks regarding organized crime groups, sanctions, etc.
- Research Content: Purpose, scope of work, deliverables, period, location, related persons
- Funding, Goods, and Data: Amount, payment, samples, equipment, data, confidential information
- Intellectual Property and Publication: Possibility of invention, paper publication, joint filing, wishes regarding publication of results
- Deadlines: Desired start date, counterpart response deadline, internal university deadline
- Existing Materials(Optional): Draft contract, emails, research plan, budget table, counterpart's forms
What It Produces
- Contract Consultation Intake Form: Basic information to hand over to the contract staff
- Issue Organization Table: Open issues regarding contracts, intellectual property, data, confidential information, payment, publication of results, and subcontracting
- Confirmation Request Text: Consultation email to the contracts, legal, and industry-academia collaboration departments
- Additional Confirmation List for the Counterpart: Missing information that should be confirmed with the other party
- Pre-Start Risk Memo: Work that must not begin before contracting, matters requiring caution
Procedure
1. Determine the purpose of the contract consultation
Do not conclusively determine the contract name; organize based on "what you want to do."
| Purpose | Typically Related Contracts | Confirmation Contact |
|---|---|---|
| Disclose confidential information | NDA | Contracts and Legal |
| Conduct research jointly | Joint research agreement | Industry-Academia Collaboration and Contracts |
| Receive work from the counterpart | Commissioned research agreement | Industry-Academia Collaboration and Accounting |
| Transfer data | Data provision agreement, DUA | Contracts and Information Management |
| Transfer samples | MTA | Contracts, Safety, and Ethics |
| Outsource part of the work | Subcontract Agreement | Contracts and Accounting |
2. Create a contract consultation intake form
## 契約相談インテーク
- 相談目的:
- 相手先:
- 研究・業務内容:
- 期間:
- 金額・支払:
- 試料・データ・秘密情報:
- 成果物:
- 論文・広報・公開予定:
- 知財の可能性:
- 開始希望日:
- 添付資料:
3. Separate the issues
| 論点 | 現状 | 未決事項 | 確認先 | 期限 | 影響 |
|------|------|----------|--------|------|------|
Minimum issues to review:
- Whether work, information disclosure, or sample shipment has begun before contract execution
- Whether deliverables, acceptance inspection, and payment terms are ambiguous
- Whether the handling of inventions, copyrights, and data rights is unconfirmed
- Whether there are prior confirmation clauses for paper publication, press releases, and conference presentations
- Whether it touches on personal information, sensitive information, safety management, or export control
4. Create a request for confirmation to the specialized department
件名: [契約相談] {相手先名} との {相談目的} について
下記案件について、契約上の確認をお願いいたします。
概要:
- 相手先:
- 目的:
- 開始希望日:
- 添付資料:
確認したい事項:
- {論点1}
- {論点2}
未確認事項:
- {不足情報}
5. Organize additional confirmation to the counterparty
If it is clear that something is missing before consulting the specialized department, briefly confirm with the counterparty.
Judgment criteria
| Judgment item | Points to check | Response |
|---|---|---|
| Pre-start conditions | Whether work may begin before contract | Confirm with contract staff |
| Confidential information | What constitutes confidential information | Confirm whether an NDA is required |
| Intellectual property | Whether ownership of inventions or deliverables is involved | Confirm with intellectual property staff |
| Data and samples | Whether personal information, safety, or export control is involved | Route to specialized department |
| Deadline | Whether it will be in time for the desired start date | Create a backward-planned ToDo |
Common mistakes and countermeasures
| Mistake | Countermeasure |
|---|---|
| Consulting based only on the contract name | Organize the purpose, scope of work, deliverables, and counterparty |
| Sending confidential information before contract | Confirm whether an NDA is required first |
| Not reviewing intellectual property or paper publication until after contract | Write the possibility of invention and publication plans first |
| Proceeding with the counterparty's draft contract as is | Request review from the contract staff of the affiliated institution |
Quality standards
- The RA does not make contract decisions on behalf of others, but provides materials to pass to the confirmation destination
- Be able to branch without mixing contracts, intellectual property, data, ethics, safety, and export control
- The counterparty, scope of work, period, amount, deliverables, and publication plans are organized
- Work that should be stopped before contract is clearly indicated
Available Tools
- Read: Reading contract drafts, emails, research plans, budget tables, and counterparty materials
- Write: Creating intake forms, issue organization tables, confirmation request texts, and additional confirmation lists
- WebSearch / WebFetch: Confirming counterparty public information and affiliated institution public regulations
- Bash: Formatting tables, checklists, and deadline tables