Facts of the Case: On the Dubai Automotive Technologies Conference that took place from 5-8 October 2021, the Egyptian software engineer Ahmed Mohamed presents a paper on his new software that contains a revolutionary algorithm which recently got patented in Egypt. He also makes clear at the conference that his research is just one step on his research agenda and that he is determined to develop the software further for concrete applications. Ahmed Mohamed works for the "Egyptian University of Advanced High Technology Research" (EUAHTR) in New Giza, where he is the head of a software research group of five scientists. Xi Pao Liu, chief automotive engineer with the Chinese car producer Star Car Automobiles in Shanghai, is very impressed by Ahmed's presentation. His company is currently looking for ways to develop a car that can drive autonomously. Xi Pao Liu is convinced that Ahmed's software will be of great help in advancing the development process. Xi Pao Liu therefore advances Ahmed and offers him to work as consultant for Star Cars Automobiles. Ahmed is reluctant to accept the position since on the one hand he is employed by the university which might not allow him this arrangement and on the other hand, he did not develop the software alone but with his team. Therefore, Ahmed suggests to develop the software adaption with respect to the specific cars of Star Cars Automobiles in form of a R\&D project conducted jointly between Star Cars Automobiles and EUAHTR. Ahmed makes clear that the programming of the software can be done on the premises of EUAHTR in New Giza. For implementing the software, it would be required for Ahmed Mohamed and two members of his team to travel to the production site of Star Cars Automobiles in Shanghai for four weeks, which is estimated to cost approximately 250.000 LE. Ahmed Mohamed and Xi Pao Liu agree to discuss further details in a Zoom meeting scheduled for 20 October 2021. In this meeting, they agree that the joint project shall start on 1 March 2022 and shall have a duration of two years. Furthermore, it is agreed that Ahmed's team will dedicate 20% of its total capabilities to the project. The personnel cost for this is calculated at 1.200.000 LE. Xi Pao Liu on behalf of Star Cars Automobiles makes clear that the company wants the upgraded software not to become available to any competing auto producers, but rather to be the sole company producing cars with this new feature. Star Cars Automobiles estimates that the market value of a car with the new feature will be 25% higher than their current comparable models, and envisages to sell the cars with the new feature at this increased price. Ahmed Mohamed declares on behalf of EUAHTR that after completing the project, he and his team want to use the advanced software for further research and teaching purposes. Ahmed Mohamed and Xi Pao Liu contact their respective legal departments to draft an appropriate contractual agreement. 1 BBA Lecture: Commercial Law Fall Term 2021/22 Questions: 1) Which appropriate contractual agreement will the lawyers suggest? 2) Between which parties shall such contractual agreement be concluded? 3) Which aspects (e.g. financing, IP issues, confidentiality, use of facilities etc.) will be particularly relevant for EUAHTR to be in the contract? How will the university want them to be regulated? Explain why! 4) Which aspects (e.g. financing, IP issues, confidentiality, use of facilities etc.) will be particularly relevant for Star Cars Automobiles to be in the contract? How will the company want them to be regulated? Explain why! 5) Which other elements (e.g. governing law, disputes, term etc.) should be included in the contractual agreement? What could they look like? What problems might arise? Explain! Facts of the Case: On the Dubai Automotive Technologies Conference that took place from 5-8 October 2021, the Egyptian software engineer Ahmed Mohamed presents a paper on his new software that contains a revolutionary algorithm which recently got patented in Egypt. He also makes clear at the conference that his research is just one step on his research agenda and that he is determined to develop the software further for concrete applications. Ahmed Mohamed works for the "Egyptian University of Advanced High Technology Research" (EUAHTR) in New Giza, where he is the head of a software research group of five scientists. Xi Pao Liu, chief automotive engineer with the Chinese car producer Star Car Automobiles in Shanghai, is very impressed by Ahmed's presentation. His company is currently looking for ways to develop a car that can drive autonomously. Xi Pao Liu is convinced that Ahmed's software will be of great help in advancing the development process. Xi Pao Liu therefore advances Ahmed and offers him to work as consultant for Star Cars Automobiles. Ahmed is reluctant to accept the position since on the one hand he is employed by the university which might not allow him this arrangement and on the other hand, he did not develop the software alone but with his team. Therefore, Ahmed suggests to develop the software adaption with respect to the specific cars of Star Cars Automobiles in form of a R\&D project conducted jointly between Star Cars Automobiles and EUAHTR. Ahmed makes clear that the programming of the software can be done on the premises of EUAHTR in New Giza. For implementing the software, it would be required for Ahmed Mohamed and two members of his team to travel to the production site of Star Cars Automobiles in Shanghai for four weeks, which is estimated to cost approximately 250.000 LE. Ahmed Mohamed and Xi Pao Liu agree to discuss further details in a Zoom meeting scheduled for 20 October 2021. In this meeting, they agree that the joint project shall start on 1 March 2022 and shall have a duration of two years. Furthermore, it is agreed that Ahmed's team will dedicate 20% of its total capabilities to the project. The personnel cost for this is calculated at 1.200.000 LE. Xi Pao Liu on behalf of Star Cars Automobiles makes clear that the company wants the upgraded software not to become available to any competing auto producers, but rather to be the sole company producing cars with this new feature. Star Cars Automobiles estimates that the market value of a car with the new feature will be 25% higher than their current comparable models, and envisages to sell the cars with the new feature at this increased price. Ahmed Mohamed declares on behalf of EUAHTR that after completing the project, he and his team want to use the advanced software for further research and teaching purposes. Ahmed Mohamed and Xi Pao Liu contact their respective legal departments to draft an appropriate contractual agreement. 1 BBA Lecture: Commercial Law Fall Term 2021/22 Questions: 1) Which appropriate contractual agreement will the lawyers suggest? 2) Between which parties shall such contractual agreement be concluded? 3) Which aspects (e.g. financing, IP issues, confidentiality, use of facilities etc.) will be particularly relevant for EUAHTR to be in the contract? How will the university want them to be regulated? Explain why! 4) Which aspects (e.g. financing, IP issues, confidentiality, use of facilities etc.) will be particularly relevant for Star Cars Automobiles to be in the contract? How will the company want them to be regulated? Explain why! 5) Which other elements (e.g. governing law, disputes, term etc.) should be included in the contractual agreement? What could they look like? What problems might arise? Explain