Prot. no. ……………. …………………… of ………………….. Street ………………… (NB: eliminare tutto se il contratto è firmato digitalmente in quanto tali dati si generano in modo automatico a seguito dell’apposizione della firma e dell’invio tramite pec)
On department letterhead
Padua, …………..(date) To …. (Entity/Company)
Prot. no. ……………. ……………………
of ………………….. Street …………………
(NB: eliminare tutto se il contratto è firmato digitalmente
in quanto tali dati si generano in modo automatico
a seguito dell’apposizione della firma e dell’invio tramite pec)
(NB: aggiungere indirizzo PEC
se il contratto è firmato digitalmente)
Year ….. Tit. Cl…. File.......
SUBJECT: agreement to cooperate in research projects under the uni-impresa programme [INSERIRE TITOLO DEL PROGETTO]
the University of Padua, Department of ___________, with registered office in [Department Office] ___________, tax code 80006480281 - VAT reg. no. 00742430283 represented by the Director prof. ___________, domiciled for the purposes of his position at the operational office (hereinafter “Department” or “Party” or, jointly with the partners “Parties”);
proposes to
XXX, with registered office in ________________, tax code and VAT reg. no. ________________, represented by ______________[indicare il legale rappresentante o procuratore], (hereinafter ”XXX” or Party or, jointly with the partners “Parties”);
the performance of the activity stated in the subject, under the following contractual conditions:
Whereas
by resolution of the Board of Directors with index no. 280/2020 and prot. no. 446498/2020 of 24/11/2020, the University of Padua approved the Uni-Impresa 2020 Call to develop joint research projects to support and encourage cooperation between the University and companies, economic entities and local bodies
on 22/12/2020, the University of Padua set the terms to submit joint university-business projects, with deadline on 01/03/2021
the University has submitted together with XXX [nome dell’azienda] a Joint research project entitled…………. (Annex A)
on ………. [nome dell’azienda] signed a partnership application form in which it accepted the terms of the Call, the content of the Project and undertook to co-finance the Project with a financial contribution of € .......
the Project was approved and financed by decree of the Xxxx Index no. ... of ...
the aforementioned decree establishes that the financing is divided as follows:
Up to a maximum of NNN to be paid by the University
Up to a maximum of NNN to be paid by XXX
it is hereby agreed as follows
Definitions
Activity: means the specific interventions as provided for by the Project WPs;
Call: means the Uni-Impresa 2020 Call;
Background: means intellectual property and other intangible assets protected under legge (Law) no. 633/1941, as amended and supplemented, “Protection of copyright and other rights related to the exercise thereof”, designs and models, inventions, utility models, topographies of semiconductor products, confidential information, plant varieties and any other intangible asset protected under d.lgs. (Legislative Decree) no. 30/2005, as amended and supplemented, as well as any other intangible asset protected under national, EU and international legislation on intellectual and industrial property whose rights are owned or co-owned by a Party prior to signing this Agreement; and any unprotected knowledge and information obtained by a Party prior to signing this Agreement;
Contribution: means the co-financing that XXX will make available to the Project as provided for in Article 4 of this Agreement. This amount will be transferred to the Department and managed by the latter as provided for in Article 3 of the Call;
Intellectual and Industrial Property Rights: means the provisions of d.lgs. (Legislative Decree) no. 30 of 10 February 2005, as amended, i.e. the Codice di Proprietà Industriale - C.P.I. (Industrial Property Code), with regard to trademarks and other distinctive marks, geographical indications, designations of origin, industrial design works, inventions, utility models, topographies of semiconductor products, confidential company information (know-how), and new plant varieties; and the intellectual property rights and other intangible assets protected pursuant to legge (Law) no. 633/1941 as amended and supplemented “(Protezione del diritto d’Autore e di altri diritti connessi al suo esercizio) Protection of copyright and other rights related to the exercise thereof”;
Confidential Information: means all information including but not limited to acts, documents, drawings, product samples, data, analyses, reports, studies, graphic representations, papers, evaluations, reports on technology and production processes, models, tables, object codes, source codes, executable codes - registered and unregistered - disclosed or delivered by either Party to the other for the purpose of performing this Agreement that at the time of disclosure or delivery are identified as confidential in accordance with Article 8 of this Agreement;
Host Party: means the party having legal control of the places in which the Activities under this Contract are carried out;
Project: means the joint university-business project as approved for financing and described in Annex A, which forms an integral part of this Agreement;
Results: means all assets, whether tangible or intangible, and all knowledge or information obtained in carrying out the research activity covered by this Contract;
Patentable/protectable results: means the research Results that may be the subject of Intellectual and Industrial Property Rights;
Sideground: intellectual property and other intangible assets protected under legge (Law) no. 633/1941, as amended and supplemented, designs and models, inventions, utility models, topographies of semiconductor products, confidential information, plant varieties and any other intangible asset protected under d.lgs. (Legislative Decree) no. 30/2005, as amended and supplemented, including any other intangible asset protected under national, EU and international legislation on intellectual and industrial property, and any unprotected knowledge and information, if made or otherwise obtained by a Party during the period of effectiveness of this Agreement but not in the performance thereof, even if they fall within the same technical or scientific field covered by this Agreement;
University: means the University of Padua.
Article 1 - Purpose
1.1 The purpose of the Agreement is the cooperation between the Parties for the execution of the Activity of [indicare attività], which will be arranged as stated in the Project.
Article 2 - Scientific Coordinator and contact persons
The Scientific Coordinator for the University is ………………………
The Deputy Scientific Coordinator for the University is …………… [indicare obbligatoriamente se il coordinatore è un ricercatore tipo B]
The contact person for XXX is …………………………
The Parties may replace their own coordinator/contact person as designated above at any time, promptly notifying the other Party in writing.
Article 3 – Commitments of the Department
The Department undertakes to carry out the activity referred to in Article 1 in compliance with the objectives, contents, timing, organisational procedures and costs provided for in this Project.
The Department undertakes to manage the financing including making the purchases necessary for the Project’s execution.
One year after the start of the Project, the Department will produce a report on the Project’s progress as well as a report on the expenses incurred up to that time as provided for in Article 9 of the Call.
At the end of the Project, the Department will produce a report describing the Project’s results. The report must also contain an accurate and detailed description of the commitment and the financial resources used as provided for in Article 10 of the Call.
Article 4 – Obligations of XXX
XXX undertakes to co-finance the Project’s costs with a Contribution of euro NNNN
The Contribution will be paid in … installments. The first installment will be paid/The Contribution will be paid [scegliere la seconda opzione in caso il contributo venga erogato in un’unica rata] upon approving the Project/entering into this Agreement. The second instalment will be paid at the beginning of the second year of activity. [oppure specificare altre scadenze concordate con XXX]. Payments will be made by bank transfer to the account ...
XXX will also contribute to creating the Project in the manner indicated below and as provided for in Annex A
[indicare gli impegni e i tempi richiesti al partner, nel caso il Progetto preveda delle azioni da parte di quest’ultimo]
At the end of the Project, where expenses were lower than the Contribution, any sums advanced and unused will be returned to the co-financingg parties in proportion to the Contribution of each of the Parties as provided for in Article 10 of the Call.
Article 5 – Equipment
5.1 The Parties agree that any piece of equipment purchased specifically to carry out the Project will remain the property of the Department.
Article 6 - Facilities and Personnel
6.1 The Department also undertakes to make...............available to the Project
6.2 XXX will make [secondo quanto previsto dal Progetto]...available to the Project.
Article 7 – Insurance and Safety
7.1 Pursuant to D. Lgs. (Legislative Decree) 81/2008, the obligations in terms of health and safety at work are incumbent on the host Party with regard to workers (including students), as defined by Article 2 of X.Xxx. (Legislative Decree) 81/2008 and hereinafter referred to in this article as “personnel”. All personnel shall comply with the prevention and protection rules laid down by the host Party, which shall ensure that they are aware of them in advance.
7.2 Any use of the equipment, in compliance with the provisions of the law and regulations in force, and in accordance with the protection, safety and health rules applied therein, is always subject to prior authorisation of the person in charge of the equipment, which is granted following information, training and practical training and any specific qualifications, where required (Article 73 of D.Lgs. (Legislative Decree) 81/2008). The person in charge of machines, equipment, as well as prototypes or other instruments made and used in the activities referred to in this Agreement, shall guarantee their compliance with the laws, regulations and general safety requirements, as well as the appropriate maintenance thereof (Article 71 of D.Lgs. (Legislative Decree) 81/2008).
7.3 On the basis of the risk assessment to which the personnel operating within the scope of Agreement’s Activities are subject, the host Party shall provide Personal Protective Equipment (PPE) in compliance with regulatory requirements and training on their use, where applicable.
7.4 The University and XXX,, on behalf of their personnel respectively, shall guarantee “general training” on safety pursuant to Article 37 of D.Lgs. (Legislative Decree) 81/2008 “Training of workers and their representatives”, as defined in Accordo in Conferenza Permanente per i rapporti tra lo Stato, le Regioni e le Province Autonome (Standing Conference Agreement for relations between the State, the Regions and the Autonomous Provinces) no. 221/CSR of 21.12.2011, through the provision of 4 (four) training hours, with the issuance of a final certificate.
7.5 The host Party is required to provide adequate information in accordance with the provisions of Article 36 of D.Lgs. (Legislative Decree) 81/2008, and is responsible for “specific training” on safety pursuant to Article 37 of X.Xxx. (Legislative Decree) 81/2008 “Training of workers and their representatives”, as defined in Accordo in Conferenza Permanente per i rapporti tra lo Stato, le Regioni e le Province Autonome (Standing Conference Agreement for relations between the State, the Regions and the Autonomous Provinces) no. 221/CSR of 21.12.2011, in line with the risks to which the personnel will be exposed, taking into account any specific training already carried out.
7.6 The host Party, on the basis of the assessment of the risk to which the personnel operating within the scope of the Agreement’s Activities are subject, shall determine whether health suitability checks must be carried for the specific task and whether to set up health monitoring as provided for by the legislation in force, for which it is responsible. The relevant monitoring data shall be exchanged between the Competent Physicians.
7.7 The University warrants that university personnel and students involved in teaching or the scientific Activities at XXX’s facilities are insured against civil liability and against accidents.
7.8 Likewise XXX, warrants that its personnel that may be involved in the scientific Activities at the University’s facilities are insured against civil liability and against accidents.
7.9 The agreements above are also considered applicable to relationships where the partner is based abroad. In this case, the references to the Italian legislation mentioned above are to be considered supplemented by the legal provisions on health and safety at work applicable in the legal system to which the Customer belongs. [inserire nel caso in cui il partner sia straniero]
Article 8- Confidentiality obligation
8.1 The confidential nature of the Information transmitted by either Party (Disclosing Party) to the other (Receiving Party) shall be highlighted by means of a stamp or the appropriate wording “RESERVED” or “Confidential”, in order to allow the Parties and the authorised parties to identify them immediately and to comply with the confidentiality obligations provided for in this Agreement.
8.2 Confidential Information that is verbally transmitted shall be identified as such at the time of its notice and subsequently transcribed and transmitted again to the Receiving Party, with the appropriate wording “SECRET” or “Confidential”, no later than 15 (fifteen) days from the verbal communication.
8.3 Without prejudice to the provisions of Article 11 (Disclosure and publication of results), the Parties undertake to maintain the confidentiality of the Confidential Information and not to disclose it to third parties except as strictly necessary to achieve the objectives of this Agreement, provided that such parties undertake in advance in writing to keep the Information in question confidential and not to use it except for the purposes permitted by this Agreement.
The Parties also undertake to return or destroy immediately at the expiry or upon termination of this Agreement, upon written request of the entitled Party, any and all files, acts, documents, lists, records, reports, notes, drawings, charts, letters and any other materials, including any copies or reproductions thereof, containing one or more pieces of Confidential Information, unless there is a legal obligation to keep them.
8.4 The confidentiality obligation applies throughout the term of this Agreement and for another period of 5 (five) years.
8.5 In any case, the Parties assume full responsibility for any breach by any person related to them or by third parties to whom the Confidential Information has been provided under this Agreement, of the confidentiality obligations contained herein.
8.6 The confidentiality obligation above does not apply to Confidential Information the Receiving Party can prove:
a) is information that is already in the public domain, or has fallen into the public domain not as a result of a breach of the confidentiality obligation by the Receiving Party, or
b) is information that the Receiving Party is required to disclose by law or regulation, or by order of any relevant authority, provided that the Parties have consulted in advance on the manner and content of such disclosure, unless otherwise required by law, regulation or public authority; or
c) is information that the Receiving Party has lawfully obtained from third parties without any confidentiality obligation; or
d) is information the Receiving Party is able to demonstrate by appropriate documentation to be already in its lawful possession before it was provided by the other Party; or
e) is information that has been developed independently and in good faith by the Receiving Party’s personel who have had no access to the other Party’s Confidential Information.
Article 9 - Rights of the Parties on the Background and Sideground
9.1 Each Party owns the Intellectual and Industrial Property Rights relating to its own Background and its own Sideground. The Parties mutually acknowledge that nothing in this Agreement shall be considered, directly or indirectly, as implying the assignment of any rights in relation to their Background or Sideground.
9.2. Without prejudice to the provisions of paragraph 9.1, the Parties shall grant each other, free of charge, a non-exclusive right to use their respective Background as part of the relationship covered by this Agreement and in light of its performance and, in any case, not beyond its duration, with express prohibition of sublicencing or transfering for any reason to third parties.
Article 10 - Ownership of the Results deriving from the execution of the Project
10.1 The ownership of the Results that may not be the subject of Intellectual and Industrial Property rights produced by performing the Project will belong to both the Parties and each of them may make use of them to the extent that such use does not affect the protection of the Results including in compliance with the obligations as per Article 8 (Confidentiality Obligation).
10.2 If Patentable/Protectable Results derive from the execution of the Project, the Department must immediately notify XXX in writing expressing its interest in the patent/protection. XXX shall respond within 30 (thirty) calendar days of receiving this notice, expressing its interest in patenting/protecting the Results.
10.3 In the case of Patentable/Protectable Results in respect of which both Parties have expressed an interest:
(a) the application for a patent or other form of protection shall be filed jointly by the Parties. The share of ownership due to each party will be established with a separate agreement in proportion to the inventive activity carried out by each of the Parties. The agreement will also define the methods for filing and continuing the patent application (or other form of protection) and the distribution of the related expenses as well as the management and exploitation of the rights over the Results, without prejudice to the provisions of the following letters and paragraphs;
b) the University may transfer to XXX, at the latter's request, its share of ownership of the Results, by means of a separate deed to be signed as soon as possible after filing the patent application/other form of protection and in any case no later than 12 (twelve) months from the date of filing/registration, under the conditions referred to in Article 10.4;
c) in the event that XXX does not request the transfer within the term set forth in letter b), the University’s right over the Results will be covered by a licence agreement that XXXhereby undertakes to enter into if it intends to exploit the Results either directly or indirectly through third parties, with the payment of royalties on the turnover to be negotiated and for a minimum amount of 5,000 (five thousand) euro/year if the amount of the royalties due to the University in a given contractual year is less than this amount;
10.4 Transfer of the University's share to XXX:
a) pursuant to Article 9 of the Patent Regulations of the University of Padua, the Parties agree that XXX will pay the University an amount not lower than 20% of the total cost of the Projects, plus VAT and reimbursement of the expenses incurred by the University for the filing, as consideration for the transfer by the University of its share of ownership. Nothing beyond this amount will be due to the University by XXX. The University may always use the Results for teaching and institutional research purposes free of charge and in perpetuity. The additional consideration referred to in this paragraph is due for each patent or protectable Result for which XXX requests the transfer.
b) XXX undertakes to request the registration of the acquisition of full ownership of the patent application from the national or international authorities with which the patent application has been filed, only after its first publication, bearing all the costs related to this. Unless otherwise agreed by the Parties, any subsequent patent applications claiming the priority of the aforementioned patent application will be filed exclusively in the name of XXX.
10.5 To the fullest extent permitted by law, XXX agrees to indemnify the University and hold it harmless from and against any and all losses, damages, liabilities, costs or expenses, including legal fees, arising out of or in any way related to claims or disputes of third parties, relating to the marketing or, in any case, to the use of the Results or part thereof.
10.6 Results not of interest to XXX:
a) if XXX communicates that it has no interest in filing the patent application or other form of protection or if the term indicated by paragraph 2 of this article expires without a request having been made, the University shall have the right to protect the Results exclusively in its own name and at its own expense and shall therefore be the holder of all the rights, without owing any obligation to XXX;
Article 11 – Disclosure and publication of Results
Either Party may publish the Results deriving from the Project upon written notice to the other to be given at least 30 (thirty) calendar days prior to publication. Any justified objection to the publication by the other Party must be notified in writing to the Party that intends to publish, within 15 (fifteen) calendar days of receiving the notice and must include precise proposals for changes. Failure to respond to the notice shall be deemed as consent
An objection is justified if:
a) the protection of the Results could be threatened by the publication
b) the publication includes Confidential or Background Information of the objecting Party. The objection shall be discussed between the Parties in order to remove the grounds for objection within a reasonable time (e.g. by modifying the publication and/or protecting the information prior to publication).
It is understood that the publication can never be postponed beyond XX (XX) calendar days from the time of the objection pursuant to point a) Art. 11.2. After this deadline, the publication may be made.
Research products in full text format must be filed with the University’s Open Archive.
Article 12 – Distinctive logos and University seal
12.1 The institutional seal of the University and its distinctive logos (for example, Department logos) are the exclusive property of the University of Padua.
12.2 Pursuant to Article 12 of the “Regulations for the activities carried out by the University of Padua in relation to contracts or agreements with public or private bodies” set out in Decreto Regionale (Regional Decree) 1318 of 17.04.2018 (available at xxxxx://xxx.xxxxx.xx/xxxxxxxxxxx-xxxxxxx-xxxxxxxxxxx-xxxxx-xxxxx-xxxxxxxxxxxx, any use of the name and distinctive logos of the University by Uni-Impresa partners must be previously authorised by the University. Any requests for sponsorship and use of the University seal for activities such as events and seminars must be requested in the manner described on the institutional website (xxxxx://xxx.xxxxx.xx/xxxxxxxxx-xxx-xxxxxxx)
12.3 Without prejudice to the foregoing paragraphs, in the materials disclosing the financed projects, it is mandatory to indicate “initiative financed under the Uni-Impresa 2020 programme promoted by the University of Padua”.
Article 13 – Liability and guarantees
13.1 XXX is aware that the research activities and the Results, if any and however achieved, are of a typically experimental nature and are therefore provided without any explicit or implicit guarantee, including the guarantee of marketability and/or suitability for a particular purpose. If XXX, to the extent that this is permitted under this Agreement or any documents related hereto or referred to herein, intends to market or in any case use, directly or indirectly, the Results or part thereof, XXX shall be solely liable for any direct or indirect damage deriving for any reason whatsoever from the activities connected to the marketing or, in any case, to the commercial use by third parties of the aforementioned Results, without any claim being made against the University.
13.2 The University does not guarantee that the Results generated by the Activities can be protected by patent or other form of protection or that using these Results does not infringe the Intellectual and Industrial Property rights of third parties.
Article 14 - Force Majeure
14.1 Each Party shall not be liable to the other for delays or non-performance of its Activities due to circumstances beyond its control (e.g. unforeseeable circumstances, suspension of work imposed by the public authority, etc.), which are not reasonably foreseeable at the date of signing this Agreement and in relation to which the Party has no reasonable opportunity to prevent the occurrence.
Article 15 - Governing law and Disputes
15.1 This Agreement is governed by Italian law and by the Regulations of the University of Padua applicable on the matter.
15.2 Any dispute that may arise between the Parties shall be settled by referring the issue to the competent Judicial Authority.
(or: Any dispute that may arise between the Parties shall be settled by referring the issue to the Judicial Authority. The Parties choose the Court of ……………………… as having exclusive jurisdiction.) (N.B: in tal caso eleggere preferibilmente il Foro di Padova)
(NB: Se viene previsto il foro esclusivo, inserire nell’ accettazione il richiamo a tale articolo tra le clausole vessatorie)
Article 16 - Term
16.1 The Agreement shall be effective for …. months/years taking effect as of ..., excluding any tacit extensions or renewals.
Article 17 - Privacy
17.1 The Parties represent that personal data processing is based on the principles of fairness, lawfulness and transparency and the protection of the confidentiality and rights of data subjects, in compliance with Regulation (EU) 2016/679 (General Data Protection Regulation) and d.lgs. (Legislative Decree) no. 196 of 30 June 2003, as amended and supplemented (Codice in materia di protezione dei dati personali - Personal Data Protection Code).
17.2 With reference to the processing of the data of personnel entrusted with the activities covered by this Agreement, the Parties operate autonomously, as data controllers and each within its remit, in compliance with the information referred to in Article 13 of Regulation (EU) 2016/679 published on the relevant official pages of the Parties (xxx.xxxxx.xx/xxxxxxx and www…..(entity)/xxxxxxx.xx).
17.3 The privacy contact person for the University is Mr./Ms./Prof. …. For XXX it is Mr./Ms.
[NB: Il “referente privacy” è il punto di contatto per il trattamento dei dati personali nell’ambito del contratto e può essere nominato anche con esclusivo riferimento allo specifico accordo (Responsabile Scientifico o altro soggetto strettamente legato alla gestione dei dati. In alternativa indicare il Direttore del Dipartimento o del Centro]
Article 18 - Code of Ethics and Code of Conduct
18.1 The Parties mutually acknowledge that, for the purposes of carrying out the activities covered by this Agreement, the Code of Ethics xxxxx://xxx.xxxxx.xx/xxxxxx-xxxxx and the Code of Conduct of the University of Padua xxxxx://xxx.xxxxx.xx/xxxxxx-xxxxxxxx-xxxxxxxxxx and the Code of Conduct* adopted by XXX respectively, shall be observed.
Article 19 – Form and conclusion
19.1 This Agreement, drafted with separate deeds of proposal by the University and of acceptance by XXX respectively,(se la firma apposta è digitale aggiungere di seguito: signed with digital signature), is entered into upon receipt by the University- by means of.............. (Registered Mail, oppure, solo se firmato digitalmente Certified Email) - of the specific and compliant acceptance of its proposal (according to the attached Form B) by XXX.(NB: è possibile indicare il termine entro il quale si ritiene debba pervenire l’accettazione: in tal caso aggiungere di seguito: which must be received no later than... )
[ see Article 67, paragraph 4 of the University Regulation for Administration, Finance and Accounting:
“Contracts may be signed in the forms of private law, including by separate deeed or according to the use of commerce or in public administrative form."
- see Article 1326 of the Codice Civile (Italian Civil Code):
“The contract is concluded when the proposing party is aware of the acceptance by the other party.
Acceptance must be received by the proposing party within the period established by him/her or within the period ordinarily necessary according to the nature of the deal or according to practice.
The proposing party may consider late acceptance effective, provided that he/she immediately notifies the other party.
If the proposing party requests a specific form for acceptance, acceptance does not take effect if it is given in a different form.
Acceptance not complying with the proposal is equivalent to a new proposal”.]
Article 20 - Taxes
20.1 This Agreement is subject to stamp duty and registration tax only in the case of use, pursuant to Article 24 of the Tariff – Part II of D.P.R. (Presidential Decree) no.642/1972 and Article 1, letter a) of the Tariff - Part II of D.P.R (Presidential Decree) no. 131/1986, respectively.
Article 21 – Notices
21.1 Any notice relating to or in any case connected with executing this Agreement must be made using the following addresses:
For the University:
For notices regarding research:
Prof. …………
Department ……….
Street ….
Tel............................................
email: ……………………………….
For administrative notices:
…………………………………………
………………………………………….
………………………………………….
Tel.
Fax
P.E.C. (certified e-mail)
For XXX
For notices regarding research: … ……….
…………………………………….
……………………………………………….
Tel. …………………………………..
email: ……………………………….
For administrative notices:
…………………………………………
………………………………………….
………………………………………….
Tel.
Fax
P.E.C. (certified e-mail)
21.2 Any change in the contact details indicated in the previous paragraph must be promptly communicated to the other Party. Until any change has been communicated, the notices sent to the addresses indicated above will be deemed as validly notified.
Article 22 - General clause
22.1 this Agreement replaces, for all intents and purposes, any prior written or spoken agreement or understanding between the Parties with respect to its subject matter.
22.2 Any amendment to this Agreement shall be valid and effective only if made in writing and signed by the Parties.
Padua, …………………………
[togliere nel caso di convenzione con altra pubblica amministrazione,
in quanto la data dell’atto informatico è quella della validazione temporale
- vedi circolare prot. 54346 del 15.7.2013]
For the University __________________________________
Director
Prof.[nome e cognome del direttore]
Annexes:
Project
proposal acceptance form
ANNEX B
Acceptance form to be printed on the letterhead of the Body or Company
………………..(place), ……………..(date)
Registered letter with return receipt
(NB: delete everything if the contract is digitally signed as this data is generated automatically after signing and sending by certified email)
To …………….(Department Manager)
…………………..…………(Department)
University of Padua
street………. (address of department)
(add certified e-mail address
if the contract is digitally signed)
SUBJECT: contract for ……………………………………………………………..
(NB: report the subject indicated in the proposal)
………………………………… (indicate Entity or Company), with registered xxxxxx xx xxxxxx …………….., xx. ……….., …… (xxxx xxxx), ………….. (city), tax code…………. - VAT no. ………………, legally represented by………………… (role) , …………………… (name), domiciled for the purposes of their position at ………………………, authorised to enter into this agreement with …………………….. of………………………..(indicate deed: e.g. Articles of Association, Regulations, power of attorney, resolution or other), hereinafter also referred to as “ …………………… (“Entity” or ”Company”),
fully accepts the proposal
University of Padua -…………………… (indicare Struttura), with registered office in ……………………….. street ……………………… post code ………………. - tax code 80006480281 - VAT no. 00742430283 represented by ……………..(Xxxxxx_ o suo delegato) authorised to enter into this contract with........................... (indicare provvedimento: delibera o decreto) of............................., hereinafter referred to as “University”, received with......................... (registered letter with return receipt or certified email) prot ............. of............ below:
(NB: insert precisely the recitals and articles contained in the University's proposal.
If the following does not comply with it in any part, acceptance would be valid as a new proposal of the Entity or Company and as such should therefore be accepted by the University to reach the conclusion of the contract)
[see Article 1326 of the codice civile (Italian Civil Code): “The contract is concluded when the party that made the proposal becomes aware of its acceptance by the other party.
Acceptance must be received by the proposing party within the period established by him/her or within the period ordinarily necessary according to the nature of the deal or according to practice.
The proposing party may consider late acceptance effective, provided that he/she immediately notifies the other party.
If the proposing party requests a specific form for acceptance, acceptance does not take effect if it is given in a different form.
Acceptance not complying with the proposal is equivalent to a new proposal”.]
Whereas
Report the recitals contained in the proposal
it is hereby agreed as follows
Report the text of the proposal
(Entity or Company) __________________
(role) ___________________________
(name) ________________________
(if the signature is digital, add: Digitally signed)
……………..(place), ……………..(date)
(NB: if the contract is digitally signed)
For express acceptance pursuant to Articles 1341-1342 of the Codice Civile (Italian Civil Code) of the clauses contained in Articles _ : ……… (……………………)
(NB: verificare l’inserimento di eventuali altri articoli da richiamare ad: es. foro esclusivo)
[ Article 1341 of the Codice Civile (Italian Civil Code) (General Conditions of Contract).
The general conditions of contract drawn up by one of the contracting parties are effective against the other if, at the time of concluding the contract, the latter has known them or should have known them using ordinary diligence.
In any case, unless limitations of liability, the right to withdraw from the contract or suspend its execution, or that sanction forfeitures against the other contracting party, limitations on the right to object exceptions, restrictions on contractual freedom in relations with third parties, tacit extension or renewal of the contract, arbitration clauses or exceptions to the jurisdiction of the judicial authority are specifically approved in writing, the conditions that they establish in favour of the person who prepared them will not be effective.]
(Entity/Company) _________________
(role) ______________________
(name) _______________________
(se la firma è digitale, aggiungere: Firmato digitalmente]