Our company is the coordinator of a Horizon 2020 project, and we need to hire several subcontractors (both enterprises and RTD centers). What should we include in a subcontractor agreement?
Drafting an efficient subcontracting agreement may be a complex matter and should be entrusted to a commercial lawyer, in order to avoid any pitfalls and ensure that the interests of both parties are secured (in particular regarding warranties and liability).
- Identification of the parties
- Purpose of the agreement:
- Subcontracting agreement signed in the context of project XXX regarding YYY
- Obligations of the parties: precise description of the tasks entrusted to the subcontractor, and relevant milestones or timeframe; the beneficiary may also have some obligations (e.g. to provide specific input or guidance)
- Price and payment modalities for the work that will be performed, and relevant milestones or timeframe
- If relevant, monitoring mechanisms (e.g. checking that the work is correctly performed before each payment instalment is made)
- Ownership of the work and related intellectual property rights: this part should mention which party (beneficiary or subcontractor) retains the intellectual property rights (IPR) over the subcontracted work. In principle, the beneficiary should acquire ownership of the results and related IPR developed under the subcontracting agreement, or at least appropriate user rights (please see further explanations below)
- Confidentiality clause
- Liability and warranties clause - relates to the liability of either party to the other for breach of the obligations under the agreement
- Duration of the Agreement – the agreement should include provisions on the date when it enters into force, the duration and the forms of termination
- Law and jurisdiction clause
- Signatures and date