Chapter 38. Implementation of research, development and technological works.
Article 769. Contracts for the performance of scientific research, development, and technological work.
1. Under the contract for the implementation of research and development work, the contractor undertakes to carry out scientific research due to the technical task of the customer, and under the contract for the execution of developmental and technological works, develop a sample of a new product, design documentation for it or a new technology, and the customer undertakes to accept the work and pay it.
2. The contract with the contractor may cover both the entire cycle of research, development and production of samples, as well as its individual stages (elements).
3. Unless otherwise provided by law or contract, the risk of the accidental impossibility of executing contracts for performing research and development, developmental and technological works shall be borne by the customer.
4. The terms of contracts for the implementation of research, development and technological work must comply with laws and other legal acts on exclusive rights (intellectual property).
Article 770. Performance of work.
1. The contractor shall conduct research personally. He has the right to involve third parties in the execution of the research contract only with the consent of the customer.
2. When performing experimental design or technological work, the contractor shall have the right, unless otherwise provided by the contract, to involve third parties in its execution. The rules of the general contractor and subcontractor (Article 706) apply to the contractor’s relations with third parties.
Article 771. Confidentiality of information constituting the subject of the contract.
1. Unless otherwise provided by contracts for the performance of scientific research, developmental and technological works, the parties shall ensure the confidentiality of information relating to the subject of the contract, the progress of its execution and the results obtained. The amount of information recognized as confidential shall be determined in the contract.
2. Each of the parties undertakes to publish information recognized as confidential, obtained in the course of work, only with the consent of the other party.
Article 772. The rights of the parties to the results of work.
1. The parties in the contracts for the implementation of research, developmental and technological works shall have the right to use the results of the work, including those capable of legal protection, within the limits and on the conditions stipulated by the contract.
2. Unless otherwise provided by the contract, the customer has the right to use the work results transferred to him by the contractor, including those capable of legal protection, and the contractor has the right to use the results of the work he has received for his own needs.
Article 773. Duties of the performer.
The contractor in the contracts for the implementation of research, developmental and technological works must:
Perform work in accordance with the technical assignment agreed with the customer and transfer the results to the customer within the period specified in the contract;
agree with the customer on the need to use protected intellectual property results belonging to third parties and the acquisition of rights to use them;
on their own and at their own expense, eliminate the defects due to his fault in the work performed, which may entail deviations from the technical and economic parameters stipulated in the terms of reference or in the contract;
Immediately inform the customer about the detected inability to obtain the expected results or the inappropriateness of continuing the work;
guarantee the customer the transfer of the results obtained under the contract that do not violate the exclusive rights of others.
Article 774. Duties of the customer.
1. The customer in the contracts for the implementation of research, developmental and technological works shall:
transfer to the contractor information necessary for the performance of the work;
accept the results of work performed and pay them.
2. The contract may also provide for the obligation of the customer to issue the technical task to the contractor and coordinate with him the program (technical and economic parameters) or the scope of work.
Article 775. Consequences of the impossibility of achieving the results of scientific research.
If in the course of research work it is revealed that it is impossible to achieve results due to circumstances beyond the control of the contractor, the customer is obliged to pay the cost of the work carried out before revealing the impossibility of obtaining results stipulated by the contract for performing research work, but not more than the relevant part of the price of work specified in contract.
Article 776. Consequences of the impossibility of the continuation of experimental design and technological work.
If, during the performance of developmental and technological works, the impossibility or inexpediency of continuing the work that has arisen through no fault of the contractor is found, the customer must pay the costs incurred by the contractor.
Article 777. Responsibility of the performer for breach of contract.
1. The contractor shall be liable to the customer for violation of contracts for the performance of research and development, developmental and technological works, unless he proves that such a violation occurred through no fault of the contractor (clause 1 of Article 401).
2. The contractor shall be obliged to compensate the losses caused to them by the customer, within the limits of the cost of the works in which deficiencies are revealed, if the contract provides that they are subject to compensation within the total cost of the works under the contract. Loss of profits shall be reimbursed in cases provided for by the contract.
Article 778. Legal regulation of contracts for the implementation of scientific research, experimental design and technological work.
To the terms of implementation and to the price of work, as well as to the consequences of the customer’s failure to appear for obtaining the results of work, the rules of Articles 708, 709 and 738 of this Code, respectively, apply.
The rules of Articles 763 - 768 of this Code apply to state or municipal contracts for the implementation of research, development, and technological works for state or municipal needs.
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