AAU Match

Information to students

As part of their education, many students at Aalborg University perform their student projects in collaboration with companies. The company can be a private company or a public institution, e.g. municipalities, regions and other universities. On this website relevant information can be found, in relation to i.e. typical expectations with regard to the collaboration, pitfalls, model agreements, as well as tips and points of attention that may be relevant when entering into an agreements with companies regarding collaboration on a student project.

Student project performed in collaboration between students and a company should be a mutually rewarding experience.

Both the company and the students are expected to contribute to the project and to gain learning experience from the performance of the project.

The company has a chance to have students with special academic qualifications test relevant cases or analyze problems, while the students gets the opportunity to collaborate with industry on authentic problems within their field of education.

10 TIPS FOR STUDENTS

  1. Make sure you understand the content and consequences of the agreement
  2. Remember the goal is to complete your exam
  3. Remember that you and the company may have different interests
  4. Negotiate with the company if the agreement contains unfair terms and conditions
  5. Discuss the content of the agreement with your supervisor, parents or business connections, but remember that your supervisor is your academic mentor and not your legal advisor
  6. An agreement implies obligations, so make sure to take it seriously
  7. If the agreement is unfair, you may consider another project
  8. Seek professional advice (e.g. the non-profit legal service ‘Advokatvagten’)
  9. A project only lasts for a few months, an agreement may continue for many years
  10. Be realistic about the results you may obtain though your negotiations
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    GENERAL RECOMMENDATIONS FOR A COLLABORATION AGREEMENT

    There are many pitfalls to avoid when entering a collaboration agreement for a student project. The description here is not to be considered exhaustive. There may be additional circumstances to consider.

    The project itself must be clearly and correctly defined. We recommend to prepare a thorough project description and to include it as an annex to the agreement. If the project description is too general or inaccurate, it may be impossible to determine exactly with what the parties are expected to contribute to the project and to what access rights may apply. 

    It must be very clear which information is to be kept confidential, if any. A good solution might be to ensure that trade secrets are disclosed in writing and marked ”confidential”. The definition of information to be kept confidential is important and shall not include information that is publicly available and generally not the student’s own project results.

    Is it clear what you can or cannot do with trade secrets received from the company? Trade secrets received from a company may not be published or disclosed to others. If trade secrets are included in the project report, this may entail a breach of agreement if the report is shared with supervisor and censor, because the AAU supervisor and censor are not part of the agreement.  Further, examination is considered a public act, as the report must be accessible, unless the examination has been closed to the public and the report marked as confidential upon electronic upload for examination. Where an agreement does not include a right for the student to disclose confidential information to his/her supervisor and censor, the student risk not being able to complete the examination. Where a project report includes confidential information, the parties may however agree to close the exam from the public. This entails that the oral exam is closed from public attendance and that the project report will be treated confidential. This entails that the project report will not be publicly available through the university library, but also that the student cannot discuss the report with anyone, even family members. Further, the report cannot be used e.g. in connection with job applications. How long does the student need to keep secret the confidential information? Act on Trade Secret determines that the confidentiality obligation lasts until the trade secrets are no longer secret. This applies whether or not a non-disclosure agreement has been entered.  Much information will however no longer require secrecy after 3-5 years and an agreement with the company stating the duration of the confidentiality obligation may be an expression of how long the company considers it necessary to keep the information confidential.

    Most companies will require to be able to review the project report before examination or other forms of publication, in order to determine whether the report contains the company’s trade secrets or not. In this relation, it is important whether the agreement states that it is a draft or the final report. There are previous examples of agreements stating that the final report must be sent for review by the company 6 weeks before the deadline for handing in the report for examination, which may result in an unrealistically short period for performance of the project and writing the report. This naturally causes huge problems for the student who ends up with a short period of time to perform the project.

    As fundamental basis a student owns the rights to results generated by the student. This entails rights to text, diagrams, drawings, models, designs, patentable inventions, utility models and software, unless agreed otherwise with the company in the collaboration agreement.  Such rights can be transferred to the company fully or partly. One solution could be to transfer the ownership rights to the company, another for the company to obtain a license to exploit the results, while the student keeps the ownership rights. Notwithstanding the solution chosen, the company is required by law to credit the student as author. In case of transfer of ownership rights, you may consider whether the transfer should be on royalty-free conditions or if the company willing to pay a reasonable compensation to the student. How much is a student invention worth? Determining the price for intellectual property rights is not easy to determine. In most cases you will get what the company is willing to pay - in other words the price is determined by negotiation and fairness is the most important factor.

    Can the company terminate the collaboration halfway in the project? In such event, you should consider whether the project can be completed without the company. It may be a good idea to discuss different scenarios with the supervisor.

    Most agreements contain liability clauses. For instance, you risk a liability claim if you publish the company’s trade secrets, e.g. by uploading the project description to a website. In many cases however, it will be difficult for a company to prove that it has suffered economic loss due to breach of the confidentiality obligations by the student. As an alternative, the company might try to solve this by including clauses on liquidated damages that may entail that the student will be forced to pay a fixed amount in each case of breach by the student of the confidentiality obligations. The amount may vary from typically 50.000 DKK – 500.000 DKK and naturally, we recommend to avoid such clauses.

    Finally, the agreement will probably include a clause determining law and venue in case a conflict arises between the parties, which will have to be determined by a court of law. It is recommended that interpretation of the agreement should always be subject to Danish law. For most students it would be impossible to evaluate his/her legal position under foreign law. We have seen examples of students projects performed subject to the laws of ”the state of Delaware” or ”Jersey”, known as very company friendly legal jurisdictions. Generally, you should avoid being sued in the US. Any dispute arising should be sought by the Danish courts. Arbitration should not a reasonable solution for a student project, even though arbitration is often considered a faster tract to a resolution than the ordinary courts. Bit at the same time arbitration is known to be a much more expensive solution.

    Agreements are voluntary. If the agreement makes you feel uncomfortable, you might consider not entering it. It could be a better solution to choose another project than to enter an agreement that might cause you legal problems for years to come. There are examples of companies who sees student projects as a ’costless development work’ rather than philanthropy.

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    THE PROJECT CASE

    Typically, students will have the chance to perform projects in collaboration with companies at different levels of their education, with the intent to gain experience with advanced problems in an industrial context and to gain practical experience in addition to the theoretical application.

    Perhaps the company has a case or a problem that the company would like the students to work with or the students might have an idea for a case/problem they would like to work on together with the company. It is important however, that the case is relevant for the student’s education and academically corresponds to the student’s level of education. The purpose of the collaboration is to generate new knowledge and enable the student to satisfy the learning goals of the project module.

    In the event the project proposal is based on an ongoing research project, in which the supervisor is involved, special conditions may apply to ensure that the student project complies with the terms and condition applicable to the research project.

    In order to ensure that the students obtains useful academic outcome of the project, it is recommended that the project proposal has a long timeframe as regards exploitation of the new knowledge generated during the project. This to ensure that the knowledge generated within the project does not have a character of extra man-power for ongoing development projects within the company.

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    THE COMPANY’S ROLE

    During the performance of the student project, the company is expected to allocate a company supervisor to the project as a mentor for the student. The company mentor must be reasonably qualified within the area of academia. The task of the company mentor is to ensure that the goals of the collaboration are met to the widest extent possible, by ensuring that the student:

    • is occupied with problems that are relevant for the study and corresponds to the level of education of the student concerned. It is important that the content of work enables the student to fulfil the learning goals of the project module.
    • gets sufficient support and supervision. It is expected that the company supervisor uses a resonable amount of time weekly on supervision of the student.  Attention to be put to the fact however, that the responsibility is not placed on the company alone, as the student will also receive supervision from the university.

    Further, the individual study board may have additional expectations to the company’s role in the collaboration.

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    THE UNIVERSITY’S ROLE

    The role of Aalborg University in relation to student projects is to allocate a supervisor for the student to supervise the student during the performance of the project and to perform examination of the student as completion of the project.   

    AAU strives towards a uniform practice with regard to student projects within all areas of studies. The study board and the supervisor should reasonably inform the students when to contact companies with project proposals to ensure that the enquiry is in conformity with the learnings goals and timeframe of the student project. The study boards are encouraged to prepare a project catalogue containing project ideas to be presented to the students for the individual semester in order to ensure that the students obtain relevant and qualified project collaborations with companies, with whom the university has positive experience. Before initiating a student project in collaboration with a company, the project must be approved by the relevant study board.

    The project is concluded in the form of a project report to be completed by the student. The student will undergo an individual oral exam based on the project report. The student, the AAU supervisor and censor participates in the examination. The study board can decide to allow the company supervisor or other relevant company representatives may join the examination. Examination is performed by the AAU supervisor, while the assessment is performed by the examiner and the censor.

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    TERMS OF COLLABORATION

    It is not a requirement for the collaboration on a student project that a non-disclosure and rights agreement is entered between the student and the company. It may of course be a good idea to settle the expectations for the collaboration in advance. Note, that whether an agreement is entered or not, general principles will apply according to Danish law, e.g. that non-disclosure obligations will apply to the student with regard to the company’s trade secrets and that the intellectual property rights to results generated by the student will be owned by the student.

    Often the company will require that a non-disclosure and rights agreement is entered covering the course of the project. Students are not employed by the university and therefore it is solely up to the students to agree on the terms for the collaboration. The university cannot offer the students’ legal advice in the specific case, as the university may become legally responsible and liable for such advice. Notice that a student cannot make obligations on behalf of its supervisor/examiner. The supervisor and censor (internal or external) will however qua their role within the public administration be subject to a non-disclosure obligation concerning the company’s trade secrets, cf. the Public Administration Act § 27. Therefor no signed declaration of confidentiality is necessary in order to impose an obligation of confidentiality on the AAU supervisor and censor in order to protect the company’s trade secrets.

    If the company requires a non-disclosure and rights agreement for the purpose of performing the student project, Aalborg University has prepared agreement templates for this purpose, which are preapproved by the university with an aim to ensure resonable terms for the students and therefore recommended to be used for student projects.

    • Non-disclosure Agreement for Student Project: In many cases, the company contributes to the project with interesting problems, product specifications, data, strategy and information in relation to economy and market. To ensure that the student undertakes non-disclosure obligations with regard to the company’s trade secrets disclosed by the company in the course of performance of the student project, we have prepared a Non-disclosure Agreement for Student Project – which can be found here in Danish and English.
    • Non-disclosure and Rights Agreement for Student Project: Besides an obligation of confidentiality, the company may require regulation of rights to the results of the project. Since the company contributes to the student project with time and knowledge, the company often expect to be able to use the results within their business. The student puts a great deal of work into the project and will, where no other agreement is made, be the owner of the results generated by the student. Most student will however be prepared to allow the company to exploit the results generated in the project. In the case where the parties require an agreement that covers both non-disclosure obligations and ownership and exploitation rights to results generated in the project, we have prepared a Non-disclosure and Rights Agreement for Student Projects – which can be found here in Danish and English.
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    USE OF THE COMPANY’S AGREEMENT TEMPLATE

    Some companies prefer to use their own contract template in connection with a student project. In such event, it is up to the student to decide if he or she will accept the proposed terms. This however constitute a risk for the student that can be avoided by using the preapproved AAU model agreements where possible. If the student and the company cannot agree on using the AAU model agreements, it might be a good idea for the student to consult with a lawyer or free-of–charge legal services offered like e.g. ‘Advokatvagten’.

    The company and the student should in all events make sure that the terms provides the student with the opportunity to share relevant information with his/her supervisor at AAU and censor, to ensure the student can go through with his/her examination. Generally AAU recommends, that the students do not sign agreements that limits the student’s possibility of examination because the agreement prevents the student from disclosing trade secrets received from the company to the AAU supervisor and censor or agreements that prevents the student from getting a job at a competitor of the company after completion of his/her education because a competition clause has been signed by the student in connection with the student project.

    The project report is important in the student’s search for a job after completion of his/her education. In that point of view, the student should, to the widest extent possible, be free to use and distribute his/her project report when the project has been completed. There may however be situations where information on the company’s trade secrets are included in the project report or where the project report otherwise gets close to the companies strategies or core activities and where publication of the project report would compromise the company’s business significantly. In such cases it seems resonable for the parties to decide to keep secret the project report and close the examination from the public.

    Some companies have a lot of student project collaboration with student at AAU and AAU has agreed to special company standard templates with some of these companies based on the company’s own contract template. If the student receives a contract template for student project from a company intended to be signed by the university or the university supervisor, the student should contact his/her supervisor, who will be able to clarify whether or not the contract template has been preapproved by AAU, whereas the parties can proceed with signatures. If however the contract template has not been preapproved by AAU, the student may contact the respective study board who will make an assessment as to whether or not AAU will proceed with negotiations of the contract based on a set of predetermined criteria. Notice however, that such agreement will require legal review by AAU’s contract office and this may be a time-consuming process since student projects cannot be expected to be prioritized over other activities of the university that requires legal review and negotiation. Based on experience the timeframe could easily be 4-5 weeks before an agreement is in place and therefore we recommend to come as early as possible before semester start. The agreement should preferably be in place before the projects begins, as the company probably will not want to share sensitive information before an agreement has been signed.

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    SPECIAL CONDITIONS APPLYING TO ASSOCIATION WITH A RESEARCH PROJECT

    If the student project is associated or part of a research project at AAU, special conditions may be needed. AAU is required to ensure that the project participants of the research project understand and accept the association of students to the research project, as students are not employees of the university. Thus, it may be necessary to use a different agreement in order to ensure that the student will be subject to the terms and conditions applying to the research collaboration between the project parties. In the event a student project is conducted as part of a research project, enquiry should be made to the Grants and Contracts Office at AAU, who will help prepare an appropriate agreement for such purpose.

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    GDPR

    When processing personal data as part of a student project or generally as part of their education, the students themselves are basically responsible for complying with the General Data Protection Regulation. Further information in relation to GDPR can be found at AAU's Studenternet.

    If the student project is part of a research project, the student is advised to contact his/her supervisor in order to clarify whether the student or AAU is responsible for processing personal data. If it is estimated that AAU might be responsible for the student’s processing of personal data, the supervisor is instructed to contact the Grants and Contract Office at AAU.

DOWNLOAD AGREEMENTS FOR STUDENT PROJECTS

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To learn more about recruiting AAU students and graduates or participating in one of our matchmaking events, please feel free to contact us:

Tel.: +45 9940 8090
E-mail: match@aau.dk
 

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