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Contracts under university legislation

What are knowledge transfer contracts?

Spanish university legislation has made it possible for companies and other institutions to access the knowledge available at the university by contracting teaching and research staff to carry out technical, scientific or artistic work for third parties, provided that such work is compatible with the teaching and research staff’s own duties. Its regulation has enabled knowledge transfer contracts to become one of the most powerful tools for facilitating society’s use and exploitation of the scientific and technical skills and knowledge of university research staff.

 

This research activity is channelled and regulated through contracts between the university and third parties, whereby the university agrees to provide certain services to the other party in exchange for a reasonable financial consideration. The agreements made in the contract will govern the collaboration, and in any matters not provided for, customs and laws, as well as good faith, will apply.

 

The legal foundation for this type of work is outlined in article 60 of Organic Law 2/2023 of 22 March of the University System (LOSU), which decrees that the university departments, research institutes and research groups, as well as their staff, both through the aforementioned entities and through the bodies, centres, foundations or similar organisational structures dedicated to channelling the research initiatives of teaching staff and the transfer of research results, may enter into contracts with individuals, universities and private or public entities to conduct work related to science, technology, the humanities and the arts, as well as for specific training activities. These contracts are governed by private law and are managed according to the principle of freedom of agreements, as stated in article 218 of Law 17/2022 of 5 September, which modifies Law 14/2011 of 1 June on Science, Technology and Innovation (LCTI).

 

In Spain, article 60 contracts are the most common agreements used for university knowledge transfer.

What are the advantages?

Article 60 contracts contribute to the knowledge transfer function of Spanish universities. Knowledge transfer is one of the principal functions of universities, along with teaching and research. It helps to define universities as institutions committed to economic and social development, promoting the business fabric and improving the quality of life.

 

Article 60 contracts enable researchers to convert knowledge generated at universities into socio-economic benefits by transforming it into new products or services. These activities carry significant weight in the evaluation of knowledge transfer and innovation, and since participation in article 60 contracts can result in additional allowances charged to the amount contracted with the third party, these activities provide additional economic compensation. Furthermore, in R+D contracts where results are generated, the authors and inventors are entitled to royalties, provided that the results are exploited.

 

Lastly, contracting entities can benefit from collaborating with university staff to leverage their scientific, technical and artistic expertise. This collaboration can result in novel solutions to the contracting entity’s technological needs, based on research work by an expert team from the UV.

Who is this for?

The information on this page is for UV research staff interested in using their skills and knowledge for the betterment society. Article 60 contracts provide an opportunity to transfer the results and experience gained through education and research by establishing collaborations with public entities, private entities and individuals. It is also for entities or individuals interested in working with university research groups, allowing them, among other benefits, to apply the knowledge developed at the UV for the design of innovative products, processes and services and to improve the training of their staff.

How do I start?

If you are in contact with a public or private entity or individual interested in contracting research services, technological development, technical assistance training or analysis, etc., please contact the Contracted R+D+I Section of the Transfer and Innovation Service of the Universitat de València as soon as possible, so that they may advise and guide you through the process of negotiation, drafting and management of the legal agreement that is to be signed with the contracting entity.

Types of knowledge transfer contracts

There are different categories of knowledge transfer contracts and agreements, depending on their purpose and activities to be carried out:

 

The choice of contract depends on the work to be done:

  • Research and development (R+D): These contracts involve a research project to be carried out by the UV at the request of a third party, in which a hypothesis is tested by means of experimentation, optimisation and development. The contracting entity makes the request on the basis of specific objectives with a work plan and defined economic conditions, a designated team of researchers and clauses that vary according to the type of project. These are contracts for work, resources or diligence, in which the research staff is not obliged to produce a result, since the achievement of a result depends on factors beyond their control. Rather, the main obligation of the contracted personnel is to carry out a specific activity, based on their scientific knowledge, acting with diligence and in good faith. This is of great importance when defining the rights, obligations and responsibilities of the contracting entity and the UV. For this reason, the clauses of the contract must be very clear and the technical report must detail the development of the work to be carried out and the possibility of “non-success”.
  • Study development: The purpose of these contracts is the development of a research project based on scientific knowledge that broadens current knowledge in a determined area. Although these contracts share similarities with those of R+D+I, they differ significantly in their terms and conditions despite both being research contracts.
  • Technological support and development: These contracts are designed for work that involves developing solutions for technical problems, implementing processes, or aiding in the creation of products based on the research team’s existing knowledge. The clauses regulate working conditions on the basis of know-how rather than research. Unlike R+D+I contracts, no new knowledge is generated, and there is no uncertainty or technical risk because these contracts are based on the application of pre-existing knowledge. Given that the outcome of this application may involve technological information or the technical development of prototypes or products, it is essential to establish beforehand that the issue at hand can be resolved with the existing knowledge.
  • Conducting a clinical trial: This is a variation of a development contract that aims to advance the development of a new drug, clinical procedure or use of a new prosthesis. This type of contract is typically sought after by pharmaceutical companies or companies in the healthcare sector and the contracted university team usually consists of teaching and research staff in the healthcare field. These contracts involve complex negotiations and unique requirements due to the specific nature of the work to be performed. Approval from an Ethics Committee is required.
  • Consultancy or advice: These contracts aim to provide solutions to problems based on scientific criteria, in which research personnel specialised in the field offer advice, opinions or diagnoses. They may be offered as one-time or recurring services of varying durations. These contracts cover a wide range of activities that do not generate new knowledge.
  • Legal opinion: This is a special type of consultancy contract that involves a legal professional providing an opinion on a specific matter or fact at the request of a third party. The opinion must be specialised and precise.

Consultancy contracts can be closed or open. Closed contracts have a defined purpose, duration, price and timing of the service, while open contracts have a defined purpose and duration, but the timing and price of each task is undefined. The price and timing of each task in an open consultancy contract will depend on the services requested, but they will always be governed by the main contract.

  • Contract training: This training is not considered a formal education since no official title is awarded. However, it offers limitless collaboration opportunities, including conferences, seminars or specialty courses custom-designed for the contracting entity or the individuals who requested them.

According to article 64.2 of the Organic Law on the University System (LOSU), civil servant staff of a university teaching body in active service and full-time contracted teaching and research staff of a public university are prohibited from teaching in private universities or private teaching centres attached to universities, with the exception of the abovementioned, non-regulated training. Similarly, they cannot supervise or tutor any Undergraduate or Master’s Degree Final Project at private universities. However, they may perform tutoring activities for online universities, public universities or universities partially funded by the Spanish autonomous regions and that adhere to public pricing.

  • Curator contract: A curator designs and organises the production of an exhibition in its entirety, establishing the selection criteria for the works and objects to be included. These contracts allow for the organisation of a wide variety of activities related to research, counselling, publications and dissemination. These activities are not limited to the artistic sphere, as they can take on the form of scientific, photographic or documentary exhibits, among others.
  • Contracts with public administrations: These can be minor contracts or public tenders in which universities are the contracted entity rather than the procuring entity. The UV may compete with other companies and professionals for tasks related to consultancy, training, studies, services, etc. These contracts are regulated by Law 9/2017 of 8 November on Public Sector Contracts and, although for universities this is a contract under article 60 of the LOSU, the requirements contained in the administrative specifications or in the requirements requested in the case of minor contracts must be taken into account in order to be able to obtain the contract.
  • Order forms: If the subject of the work relates to services (analyses, measurements, calibrations, tests, etc.) with a low economic value of less than 12,000 euros, VAT included, with a short execution period (equal or less than one year), or of a highly technical nature which makes it unnecessary to draw up specific contractual clauses relating to confidentiality, industrial property, liability, etc., the commitment may be formalised by means of an order form. However, they must also be accompanied by the authorisation of the department, institute or ERI board and a financial and technical report.
Regulation at the UV

These types of contracts are governed by the Regulation on the awarding of contracts for scientific, technological, humanistic or artistic activities and specific training (hereinafter referred to as ACGUV 172/2022).

The following types of agreements are excluded from the regulation (article 5):

  • Collaboration agreements and general action protocols, which are excluded from the scope of article 60 of LOSU and which are available on another website
  • External professional activities of part-time staff, as they are not subject to incompatibility
  • Publishing contracts for the publication of their work or for the preparation of originals for publication, as they are not subject to incompatibility
  • Training or specialisation programmes that are part of the academic offer of the UV, either as an official qualification or as a university qualification
  • Training or specialisation programmes in the Spanish education system that lead to an official qualification with academic validity, as they are regulated teaching
  • Awards obtained by UV staff individually or collectively, as they are not subject to incompatibility
  • Attendance at conferences, symposia or seminars, within the limits set by the legislation in force, as they are not subject to incompatibility. They are considered as such when they involve less than 5 hours (art. 3 RD 1930/84)
  • Research projects funded as a result of the UV’s participation in public R+D+I calls, whether regional, national, European, international or similar, which are governed by the specific rules of the call, as well as grants awarded directly
  • Donations, sponsorship and patronage
  • Contracts for gratuitous loan of UV equipment
  • Co-authorship contracts and contracts for the joint exploitation of industrial and intellectual property rights, which are regulated in accordance with industrial and intellectual property laws
  • Contracts for the transfer and licensing of industrial and intellectual property rights of the UV, subject to the provisions of articles 145, 206.2 and 219.1 of the UV Statutes and the laws on industrial and intellectual property
  • Agreements for the creation of university chairs, which are governed by specific legislation, approved by the Governing Council
Legal entitlement to contract with third parties

Organic Law 2/2023 of 22 March on the University System establishes the basis for developing knowledge transfer contracts. According to article 60, university staff may enter into such contracts.

Royal Decree 1930/1984 establishes basic state regulations that are binding and common to all universities. These regulations outline the criteria for granting compatibility and salary limits for teaching staff.

Article 60.2 of the LOSU stipulates that the governing bodies of the universities must regulate the procedures for authorising and concluding contracts. At the UV, this regulation is outlined in article 218 of the Statutes and its statutory development in ACGUV 172/2022.

Article 36 of Law 17/2022 of 5 September, which amends Law 14/2011 of 1 June on Science, Technology and Innovation (LCTI), states that private law, essentially civil law, applies to these contracts, subject to the principle of free will, which allows the contracting parties to agree freely, as long as they do not breach the mandatory rules that govern it.

Due to the diverse nature of these legal affairs, they are subject to a broad range of regulations. National and international civil and commercial legislation, as well as fields of law such as civil code, free competition, incompatibilities, industrial and intellectual property, tax legislation, labour law, data protection legislation, transparency, public sector contracts law, patronage/sponsorship and industrial secrets are all applicable.

Although private law applies in most cases, it is important to consider administrative law when concluding contracts with other public administrations, such as tenders and minor contracts, as these are regulated by Law 30/2007 of 30 October on Public Sector Contracts. In this case, the UV, as a contracted entity, must follow the public procurement guidelines established by the other administration. It must comply with all mandatory administrative and technical specifications.

Article 60 contracts are atypical civil contracts that are negotiated and onerous and are either bilateral or multilateral. Contracts are drawn up on the basis of existing legal models or schemes, with additional clauses added to serve the indended purpose of the contract and reflect the will of the parties involved. The clauses established by the parties are decisive, and in cases where they are not specified, customary practices and laws, as well as good faith, will apply.

Compatibility for the signature of a knowledge transfer contract

Article 60 of the LOSU (previously article 45.1 of the LRU and article 83 of the LOU) aims to eliminate the incompatibility of university professors, as established in Law 53/1984 of 26 December on Incompatibilities of Staff in the service of Public Administrations, from carrying out research consultancy and training work for third parties while also fulfilling their own duties, regardless of their contract time commitment.

However, teaching and research staff cannot sign a contract at their own risk without the prior approval and authorisation of the UV. Failure to follow the UV’s procedures concerning this type of activity would breach the incompatibility regime. Additionally, any contract signed without following these procedures would be invalid and ineffective, rendering it null and void.

According to Royal Decree 1930/1984, university professors can only be considered compatible if their contract has been authorised in accordance with the procedure established in the Statutes of each university. This regulation also sets limits on the maximum percentage that can be charged for each contract and the maximum annual amount that can be received.

At the UV this compatibility is regulated by articles 218 and 221of the UV Statutes and ACGUV 172/2022. To obtain compatibility at the UV, it is essential to secure the prior and express agreement of the relevant Department, ERI or Institute, regardless of who signs the contract (e.g. the Principal or delegated individual, or the heads of the departments, ERIS or institutes).

Article 19 of ACGUV 172/2022 lists the cases in which compatibility may be denied.

There is no need for compatibility (i.e. an article 60 contract) in the following situations.

  • Conducting seminars or giving courses or lectures in official centres for the training of civil servants or teaching staff, provided that such activities are not permanent or regular in nature and do not exceed 75 hours per year. This exemption also applies to preparation for access to the civil service
  • Occasional collaboration and attendance at professional congresses, seminars, conferences or courses lasting less than 5 hours
  • Occasional participation in colloquiums and media programmes
  • Participation in selection boards for selective tests for admission to the Public Administration or in examinations, tests or assessments other than those to which they are typically assigned
  • Holding of the position of President, Chairperson or Member of the Governing Boards of Civil Servants’ Mutual Societies or Boards of Trustees of Civil Servants
  • Literary, artistic, scientific and technical production and creation, as well as derivative publications, provided that they do not originate from an employment or service relationship (e.g. under a previously signed article 60 contract)

Occasional participation in a course should be limited to specific interventions, rather than teaching in a course lasting several months or participating in several consecutive courses.

Who can be a PI of a knowledge transfer contract?

According to Article 8 of ACGUV 172/2022, PDI doctoral staff who are currently in active service may be appointed as the person responsible for the contract (PI). Temporarily contracted staff must have a formal contractual relationship with the UV at the time of signing the contract, with an expected duration equal to or greater than that of the contract execution.

A contract can have a maximum of two individuals responsible, but only one of them will act as the point of contact with the UV for all contract management matters. The technical report must specify the person who will act as the point of contact and, if applicable, a secondary person.

The individuals responsible will manage the research project, assign tasks to team members and represent the group. It is the responsibility of these individuals to ensure strict compliance with the contract, including the obligations of each member and any other conditions outlined in the contract and technical report.

They must also provide any information and documents requested by the University Head Office and other management services for any monitoring, control and accountability operations that may be conducted.

For more information, please consult the guide on participating in scientific, technological, humanistic or artistic contracts, as well as specific training activities.

Who can sign knowledge transfer contracts?

According to article 22 of ACGUV 172/2022, knowledge transfer contracts must be signed by the Principal of the UV or their delegate, or by the heads of departments, university research institutes or Interdisciplinary Research Structures (ERIs).

What is the procedure at the UV?

The teaching and research staff in charge of the future contract should contact the Contracted R+D+I Section for guidance on drafting the technical report, preparing the budget, participating in the contract, etc.

For instructions on how to initiate the contract processing procedure, please refer to the following link.

Once the documents have been submitted, the Contracted R+D+I Section will either draft the most suitable contract model for the research activities, or review the draft proposed by the other party. This will initiate a negotiation process, which will conclude when all parties agree on the terms of the contract.

Once this phase is complete, the document must be signed. For legal reasons, contracts cannot contain both handwritten signatures and electronic or scanned signatures at the same time.

Once signed, the contract is registered and an activity specific accounting code is assigned. This code will be used to pay the invoices from the contracting institution to the teaching and research staff responsible for carrying out the activities specified in the contract.

This accounting code is specific to the activity detailed in the contract and will be closed once the contract expires. The contract is considered effectively terminated when the conditions for termination or withdrawal have been met and all expected income has been received. Within six months of termination, all outstanding expenses, including additional allowances or extraordinary bonuses assigned to participating personnel, must be accounted for.

Amendments may be signed during the contract period to modify certain conditions, such as activities, budget and duration.

If the activities outlined in the contract have not been completed, or if reports or deliverables are still outstanding, it is highly recommended to extend the contract.

Who is eligible to participate?

According to article 6 of ACGUV 172/2022, the following groups are eligible to participate in the research:

  • Teaching and research staff of the UV, whether civil servants or contracted staff. Associated teaching staff may participate as expert collaborators in their respective fields. The same regime established for external staff will apply to them.
  • Principal Investigators (PIs) from the UV may participate if permitted by the rules governing their funding and with prior authorisation from their programme.
  • Teaching and research staff from other universities – whether civil servants or contracted staff – may participate with prior authorisation from their institution. Researchers from other public or private bodies may participate with prior authorisation from their centre.
  • Temporary collaborators and expert staff may also participate. Civil servants from other public administrations must ensure compatibility with their institutions.
  • UV services and administrative personnel may participate in accordance with UV regulations and applicable legislation.
  • Staff assigned to UV centres and joint units may participate in accordance with their institutional agreements.

Labour contracting may be used to conduct contract activities, in compliance with current labour legislation and applicable internal regulations.

For more information, please consult the guide on participating in scientific, technological, humanistic or artistic contracts, as well as specific training activities.

What should I consider when creating a budget?

When creating a budget, it is important to consider the costs associated with the work to be carried out, along with any applicable taxes and UV overheads.

To prevent any form of distortion or threat to competition, the budget must reflect the full cost of the service plus a reasonable profit margin, or replace it with market prices if their value is known and higher than the minimum calculated amount.

The budget must consider the following types of expenses:

1. Implementation costs:

  • staff costs: recruitment or additional allowances for existing staff;
  • inventory material: cost of equipment to be purchased or cost of using existing equipment (depreciation);
  • laboratory and office consumables, as well as the cost of equipment with a short usage life;
  • travel and subsistence expenses associated with the activities described in the contract
  • external services and subcontracting (outsourced activities)
  • other expenses not included in the above items

2. UV overheads
In compliance with section 4 of the University Head Office’s instructions on the economic management of research, development and innovation activities through agreements and contracts (IUV 7/2019), and in compliance with article 27 of ACGUV 172/2022 and article 221 of the UV Statutes, indirect costs of 20% will be established for contracts falling under these regulations.

3. Applicable taxes
In general, Value Added Tax (VAT) will apply, except for training activities exempt from VAT.

For more information, please refer to these recommendations for preparing budgets for R+D+I activities.

Are overhead expenses applied?

Yes. According to article 27 of ACGUV 172/2022 and article 221 of the UV Statutes, the Universitat de València will deduct 20% from the total amount stipulated. This amount will be distributed as follows: 10% of the funds will cover the institution’s general expenses, 5% will be assigned to the individual(s) responsible and deposited into their corresponding general research accounting code(s) designated for this purpose, 4.5% will be allocated to the department, institute or interdisciplinary research structure (ERI) to which the individual(s) responsible is/are attached, and 0.5% will be allocated to departments, institutes or ERIs that have not signed any contracts in the previous year (interdepartmental fund).

The teaching and research staff responsible should consider this percentage when preparing the budget for the foreseen activities and before submitting their proposal to the contracting entity.

Is it possible to receive additional allowances for participating in a knowledge transfer contract?

Yes. Contracts subject to article 60 of the Organic Law on the University System (LOSU) allow participating staff to receive legally recognised additional allowances, as defined in Royal Decree 1930/1984 of 10 October (modified by Royal Decree 1450/1989 of 24 November). The maximum remuneration is equivalent to the salary of a Full University Professor holding the position of Principal, with 14 recognised three-year increments, 6 positive evaluations for teaching merits and 6 positive evaluations for research activity. This amount is updated annually.

Depending on the type of staff, allowances are received as outlined in articles 29 and 30 of ACGUV 172/2022. Processing can only occur once invoices have been collected and the existence of sufficient credit in the activity's budget line for the gross remuneration plus, in the case of UV employees assigned tio the General Social Security Scheme, the corresponding employer’s contribution heve been verified, which is prorated monthly in accordance with the Social Security regulations.

The gross remuneration will be paid on the payroll of the University of Valencia, with the application of the tax and social security deductions payable by the employee, in accordance with the legislation in force.

For payments to teaching and research staff from other universities, the approval from their home university is required. Research staff from other public institutions, temporary collaborators or civil servant experts from other public administrations require approval for compatibility from their institution. Payments for these services will be processed following the University Head Office’s instructions.

Collaboration with external UV experts for sporadic or extraordinary work, or overtime is subject to the UV Budget Execution Regulations.

For more information, please consult:

- Payment of allowances: concepts to be taken into account.

- Diagram of the procedure for the payment of allowances and examples.

- Guide on participating in scientific, technological, humanistic or artistic contracts, as well as specific training activities.

May I publish the results of my research?

Dissemination and publication of research results may lead to conflicts of interest between the contracting institution and the UV research team.

Although publication is crucial for research groups, it may pose a problem for the contracting institution if the results of the contracted activities can be protected (e.g. by patents) and exploited, as the results may reveal issues that could be detrimental to the institution if disseminated. A strict confidentiality regime should be established to prohibit the dissemination of results, especially if they are expected to be industrially protectable and cannot be published in advance. However, it is possible to negotiate on the the possibility of the dissemination and the publication of the results. Guidelines may be provided, such as requesting permission and setting a deadline for response or lack thereof. These conditions should be clearly stated in the contract to avoid future conflicts.

Reference Rules File(s)
RD 1930/1984

Reial Decret 1930/1984, de 10 d´octubre, pel qual es desenvolupa l´article 45, 1, de la Llei Orgànica 11/1983, de 25 d´agost, de Reforma Universitària

L 53/1984

Llei 53/1984, de 26 de desembre, d´incompatibilitats del personal al servei de les Administracions Públiques.

L 9/2017

Llei 9/2017, de 8 de novembre, de Contractes del Sector Públic, per la qual es traslladen a l'ordenament jurídic espanyol les Directives del Parlament Europeu i del Consell 2014/23/UE i 2014/24/UE, de 26 de febrer de 2014.

L 49/2002

Ley 49/2002, de 23 de diciembre, de régimen fiscal de las entidades sin fines lucrativos y de los incentivos fiscales al mecenazgo

L 1/2019

Llei 1/2019, de 20 de febrer, de Secrets Empresarials

LO 3/2018

Ley Orgánica 3/2018, de 5 de diciembre, de Protección de Datos Personales y garantía de los derechos digitales

L 20/2018

LLEI 20/2018, de 25 de juliol, de la Generalitat, del mecenatge cultural, científic i esportiu no professional a la Comunitat Valenciana

ACGUV 172/2022

Reglament pel qual es desenvolupa la Normativa per a la contractació d'activitats de caràcter científic, tecnològic, humanístic o artístic, així com per a activitats específiques de formació. (CG 11-VII-2022).

IUV 7/2019

Instrucció de la Gerència de la Universitat de València sobre la gestió económica d'activitats d'investigació, desenvolupament i innovació articulades mitjançant convenis i contractes

 
Request a contract
Technical report
Recommendations for drafting the estimated budget
Calculation of the estimated budget
Statement on research results
Responsible declaration of absence of conflicts of interest (DACI)
Authorisation prior to signing a contract
Participation in contracts
Loan request for the execution of contracted activities
Request for the recognition of a personal line of credit
Incorporation of new researchers
Authorisation by PDI responsible and/or thesis supervisor
Request for authorisation to participate in contracts and agreements with other centres
Request for payment of additional allowances
Request for payment of additional allowances when the Online Office procedure cannot be used
Request for partial liquidation
Request for liquidation
Commonly used clauses for all tranfer contracts and agreements
Procedure for the establishment of a collaboration agreement
Differences between a contract and an agreement
Possibility to use transfer contracts and agreements
Contracts and agreements with financial benefits
 
 

Functions of the Transfer and Innovation Service

 

The Transfer and Innovation Service offers guidance on managing agreements through the Contracted R+D+I Section. This includes:

  • Providing advice on appropriate document models
  • Reviewing documents submitted by the researchers responsible and initiative promoters
  • Drafting and, if necessary, reviewing agreement clauses
  • Handling formalities with the competent Offices of the Vice-Principals and the Governing Council as needed
  • Managing and following up on contract dossiers after they have been signed
Contact

Transfer and Innovation Service

Contracted R+D+I Section

C/ Amadeo de Saboya 4, 46010 València

Universitat de València 

 

sti.contratada@uv.es

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