How to do Business With CANMET Energy Technology Centre - Ottawa

The Crown uses a variety of agreement arrangements to develop working relationships with domestic and international industrial clients, universities, other federal government departments (OGDs), provincial and local governments. Needs and goals of parties involved, coupled with private and public funding sources for the agreement and relationship of work proposed to NRCan/CETC's strategic business objectives, are used to determine the most appropriate collaborative mechanisms.

Agreement Types:

Consortium Agreements

Definition
NRCan/CETC and one or more cosponsors (usually from industry, non-profit organizations, or academia) collaborate and share the results of a jointly funded research and development project conducted solely by NRCan/CETC.

Benefits

• Leverages research efforts by NRCan/CETC and project cosponsors.
• Each party may use for their own operations consortium-generated intellectual property in limited field of use on agreed-upon reasonable terms and conditions.
• Consortium-generated information can be protected by patenting, if warranted.
• Consortium non-disclosure provisions protect proprietary information.

Requirements

• Project cosponsor "in-kind" and financial contributions totally at least 50% of total project costs.
• Work must benefit a departmental mission and/or within its mandate.
• Written statement of work pre-approved.
• Acceptance of legal terms and conditions.
• Crown retains IP ownership and may issue non-exclusive, paid-up, royalty-free license to project cosponsors for their own use.
• Final report upon completion of project.

Funding

• Funding to support the R&D work is on at least a 50/50 basis with project cosponsors.
• When a project cosponsor is providing funding, payment must be received before work commences.

Provision of Services Agreements

Definition
NRCan/CETC performs services only work on a reimbursable basis for private industry, provincial/municipal government, non-profit organization, or academia.

Benefits

• Allows NRCan/CETC to perform mission-related, reimbursable work.
• Project sponsor can access NRCan/CETC's unique capabilities, facilities, and equipment to validate or improve technologies.
• Project sponsor may use the deliverables for their own operations royalty-free.
• Agreement provisions protect proprietary information.

Requirements

• Work cannot adversely impact NRCan's programs or create any future burdens.
• Work must benefit NRCan and be tied to departmental mission and/or within its mandate.
• Written statement of work pre-approved.
• Acceptance of legal terms and conditions.
• Crown retains IP ownership and may issue non-exclusive, paid-up, royalty-free license to project cosponsor for their own use.

Funding

• Project sponsor provides 100% of funding unless Crown identifies/acknowledges some public good; negotiable thereafter.
• Payment must be received before work commences.

Licensing Agreements

Definition
Crown conveys intellectual property rights to a licensee through a license agreement. Intellectual property includes patent applications, patents, copyrights, and trademarks.

Benefits

• Provides avenue for technology maturation and commercialization of products that may be used by:
  • NRCan for mission needs;
  • Other federal agencies; or
  • Public sector (consumer goods).
• Portion of royalties distributed to:
  • Technical organizations within NRCan/CETC for discretionary R&D and technology maturation; and
  • Public servant inventors as incentive awards.

Requirements

• Business plan information and basic information about the licensee's company.
• The following negotiable items appear in every license agreement:
  • Level of access- exclusive, sole or non-exclusive.
  • Field(s) of use.
  • Territory
  • Due diligence
  • Term

Funding

• Any upfront payment provided by the licensee is non-refundable. Any/all of the following categories may be included:
  • License issue fees, e.g. per site or territory.
  • Running royalties on sales.
  • Minimum annual royalties.

Memorandum of Agreement

Definition
Memoranda of Understanding are documents that outline specific areas of mutual interest between the Crown and a potential collaborator. Memoranda of Understanding may not commit the Crown to perform work or to assign, license, or protect ownership of intellectual property.

Benefits
An MOU provides general guidance for pursuing shared interests that also benefit the department. An MOU is not a legally binding document.

Preparation of Agreement

• The terms of the MOU are agreed upon by all participants and signed.
• The preparation time is governed by the length of negotiation between the participants.
• Senior management approval both sides is required.

Non-Disclosure Agreements

Definition
A non-disclosure agreement is a legally binding document setting forth the conditions under which proprietary information is offered and received between the parties.

Benefits
This agreement provides the protection of intellectual property demanded by an external party while protecting the Crown's intellectual property.

Preparation of Agreement
NRCan's Legal Services have prepared templates for the three most common non-disclosures (one-way in, one-way out, and two-way).
The templates are customized by NRCan's Business Development Office personnel. Once T&Cs agreed upon it becomes legally binding once executed. Agreement may be signed by the appropriate governmental Financial Delegated Authority or authorized representative of the company in question.

Funding
N/A

User Facility Access Agreement

Definition
A non-governmental project sponsor uses a NRCan:

• facility;
• a collection of interrelated facilities;
• specialized equipment, instrumentation, and/or personnel; or
• a related capability or resources to conduct scientific and technical research.

Benefits
Project sponsor can access NRCan/CETC's unique facilities and equipment to validate or improve technologies.

Requirements

• Work cannot adversely impact ongoing departmental programs or create a future burden.
• Work must benefit a departmental mission and/or within its mandate.
• Written statement of work, pre-approved.
• Project sponsor representative performs the work.
• NRCan/CETC provides support staff to ensure compliance with maintenance and safety procedures.
• All generated data belongs to project sponsor.
• Not intended for use when intellectual property may be generated.

Funding

• Project sponsor provides 100% of funding.
• Payment must be received before work commences.