Specialisation

Innovative Projects

Related people:
Consultancy at project preparation stage

Preparing a project financed with public, or one’s own, funds requires the identification and resolution of a number of issues that may influence the decision to launch the project. The detailed analysis carried out at this stage not only enables proper preparation of the application for funding, but mostly helps avoid a number of problems during project implementation and accounting.

Our experience includes:

  • conducting legal due diligence of a technology, including analysis of patent applications or patent search applications (FTO), know-how descriptions, documentation relating to infringement of the audited technology or possible violation of the exclusive rights of third parties by the technology being researched, documentation relating to the acquisition of intellectual property rights by the operator (e.g. employee documentation), etc.;
  • advising on the conditions for obtaining public aid and analysis of the eligibility of expenditure before submitting the application;
  • providing legal advice at the pre-incubation stage.
Project financing

Obtaining financing for the implementation of an innovative project is one of the first steps in determining the success of the project. Securing this funding at every stage of project development requires legal advice.

Our experience includes:

  • advising on the financing of own contribution:
    • agreements with financial institutions (credit facilities, loans, creation of security interest with respect to debt instruments, including security interest in fixed assets comprising intellectual property rights arising from the project);
    • issue of own bonds (including convertible bonds in the case of projects with the participation of an equity investor);
  • raising funds from private investors – capital contributions by business angels, agreements with seed capital and venture capital funds (pre-incubation agreement and investment agreement).
Consultancy at project implementation stage

Project implementation involves the conclusion of a series of agreements, the subject matter of which is usually very diverse. In procedures financed from public funds, it is important to observe the procurement rules governed by the public procurement law or the terms and conditions of the competition. Our public procurement team has many years of experience in the provision of services related to the award of contracts in the field of IT, infrastructure and research projects, which warrants a high level of legal security.

We have experience in legal assistance at all stages of project implementation, including:

  • preparation of agreements with research & development entities;
  • preparation of agreements for the individual contracts required to implement the project (e.g. construction contracts based on FIDIC patterns, contracts for production lines and their implementation, contracts for the creation and implementation of dedicated software, etc.);
  • advising at the stage of implementation of construction projects, including disputes with general contractors (e.g. issuing opinions on the admissibility of alternative solutions in the light of the contract award rules), disputes with designers regarding design errors and negligence in the performance of the author’s supervision, determining the legal status of (title to) real property to ensure the possibility of using the infrastructure in accordance with the intended use (e.g. creation of easements, border conflicts, etc.);
  • assisting in the award of contracts while observing the principle of competitiveness, including the creation of procurement rules for operators who are not obliged to comply with the Public Procurement Law, verification of the terms of reference to ensure fair competition, verification of requests for proposal sent to potential contractors, consulting the answers to questions of contractors, and participation in negotiations with contractors.
Consultancy during project accounting and in the period of project durability

In the case of projects financed from public funds, project accounting is one of the elements that make up the final success.

Our experience in this respect includes:

  • conducting due diligence of project documentation prior to inspection by national and EU inspection authorities, cooperation with the inspectors and preparation of the project in response to post-inspection comments, preparation of position statements for EU inspection institutions such as the European Court of Auditors;
  • advising at the stage of applying for permission to modify the project;
  • handling disputes with the implementing bodies, including representation in administrative and judicial/administrative proceedings concerning repayment of the subsidy, and representation before a court of law regarding a claim for payment of suspended subsidies;
  • legal assessment of the responsibilities of the beneficiary in the durability period, transformations of the beneficiary in the durability period, transfer of the beneficiary’s obligations to a third party or performance of these obligations by a third party.
Liaison between business and the research &development sector

Good cooperation between businesses and universities, or research and academic entities, is one of the pillars of successful commercialization of innovations. The basis for such cooperation is clear contractual definition of the respective responsibilities of the parties who are providing creative input in the project.

Our experience in this respect includes:

  • contractually securing the relationship between universities, or research & development entities, and business operators:
    • letters of intent and preliminary agreements;
    • research & development contracts;
    • agreement on joint research & development;
    • agreements with employees of universities and academies;
    • contracts for the use of the research infrastructure of universities and academies;
    • acquisition of intellectual property rights from universities and academies or obtaining a licence for these rights (negotiations taking into account different models of remuneration and commercialization);
  • advising on consortium agreement, including in particular:
    • securing consortium members in terms of their responsibility for the project;
    • defining the rules of use of pre-existing intellectual property rights, acquisition of intellectual property rights, as well as their use during project implementation and after its completion.
Start-ups

Poland – the next Silicon Valley? This question seems to be asked increasingly frequently in our country. The large number of newly established companies, especially in the IT industry, and their success could warrant a “yes”. Our experience in this market includes support for seed capital funds, venture capital funds, and start-ups, including:

  • choice of the legal form of the company and preparation of the documentation taking into account the objectives of the originators and investors (quick sale of shares, financing on public markets, acquisition of further equity investors, etc.);
  • financing with private capital – agreements with seed capital and venture capital funds (pre-incubation agreement and investment agreement):
    • definition of corporate governance (control of the Management Board, powers of the Supervisory Board);
    • securing the investors (tag-along, drag-along, right of first refusal, liquidation preference, vesting, lock-up, and      non-compete clauses, redemption scenarios);
  • handling corporate disputes between shareholders, and between a shareholder and the company (court proceedings concerning redemption of shares, obligation to sell shares, and acting to the detriment of the company).

 

Innovative Projects Download PDF (568 kB)

A team of experts on innovative projects provides comprehensive services, including legal support to:

  • operators involved in research and development and innovation projects financed from their own resources or public funds;
  • seed capital and venture capital funds;
  • start-ups;
  • research consortia;
  • universities and research & development units.

The concept of innovative project, and innovation itself, escape any attempts to define, thus our experience with such projects is very diverse – from securing the legal aspects of research and research & development projects involving research consortia (including with the status of Leading

National Research Centre (KNOW)) to construction of innovation centres with project value of several hundred million zlotys. In our practice, we have created models of intellectual property management at universities and large companies with their own R&D departments. Providing services to investment funds and dozens of start-ups has enabled us to get a perspective view of the innovations that come to life without public funds.

Our extensive experience with the research & development sector and other operators has led us to the conclusion that innovation can create enormous value only if the correct legal security is provided as soon as at the stage of formation of intellectual property rights, which enables safe transactions with these rights in the future. A broad view of the innovation process gives a unique level of understanding to satisfy the needs of clients who, in connection with the possibility of receiving substantial public funds for innovative activities, are facing a unique opportunity for development.

The comprehensiveness of our services, which combines experience in the field of intellectual property law, business law and competition law (public aid law), allows us to provide support to an innovative project from the very beginning, i.e. from conception to implementation of the innovation in the market, especially through the sale of rights to the technology or software, or completion of construction of the relevant production infrastructure and starting to sell products manufactured in the new technology.

  • Consultancy at project preparation stage

    Preparing a project financed with public, or one’s own, funds requires the identification and resolution of a number of issues that may influence the decision to launch the project. The detailed analysis carried out at this stage not only enables proper preparation of the application for funding, but mostly helps avoid a number of problems during project implementation and accounting.

    Our experience includes:

    • conducting legal due diligence of a technology, including analysis of patent applications or patent search applications (FTO), know-how descriptions, documentation relating to infringement of the audited technology or possible violation of the exclusive rights of third parties by the technology being researched, documentation relating to the acquisition of intellectual property rights by the operator (e.g. employee documentation), etc.;
    • advising on the conditions for obtaining public aid and analysis of the eligibility of expenditure before submitting the application;
    • providing legal advice at the pre-incubation stage.
  • Project financing

    Obtaining financing for the implementation of an innovative project is one of the first steps in determining the success of the project. Securing this funding at every stage of project development requires legal advice.

    Our experience includes:

    • advising on the financing of own contribution:
      • agreements with financial institutions (credit facilities, loans, creation of security interest with respect to debt instruments, including security interest in fixed assets comprising intellectual property rights arising from the project);
      • issue of own bonds (including convertible bonds in the case of projects with the participation of an equity investor);
    • raising funds from private investors – capital contributions by business angels, agreements with seed capital and venture capital funds (pre-incubation agreement and investment agreement).
  • Consultancy at project implementation stage

    Project implementation involves the conclusion of a series of agreements, the subject matter of which is usually very diverse. In procedures financed from public funds, it is important to observe the procurement rules governed by the public procurement law or the terms and conditions of the competition. Our public procurement team has many years of experience in the provision of services related to the award of contracts in the field of IT, infrastructure and research projects, which warrants a high level of legal security.

    We have experience in legal assistance at all stages of project implementation, including:

    • preparation of agreements with research & development entities;
    • preparation of agreements for the individual contracts required to implement the project (e.g. construction contracts based on FIDIC patterns, contracts for production lines and their implementation, contracts for the creation and implementation of dedicated software, etc.);
    • advising at the stage of implementation of construction projects, including disputes with general contractors (e.g. issuing opinions on the admissibility of alternative solutions in the light of the contract award rules), disputes with designers regarding design errors and negligence in the performance of the author’s supervision, determining the legal status of (title to) real property to ensure the possibility of using the infrastructure in accordance with the intended use (e.g. creation of easements, border conflicts, etc.);
    • assisting in the award of contracts while observing the principle of competitiveness, including the creation of procurement rules for operators who are not obliged to comply with the Public Procurement Law, verification of the terms of reference to ensure fair competition, verification of requests for proposal sent to potential contractors, consulting the answers to questions of contractors, and participation in negotiations with contractors.
  • Consultancy during project accounting and in the period of project durability

    In the case of projects financed from public funds, project accounting is one of the elements that make up the final success.

    Our experience in this respect includes:

    • conducting due diligence of project documentation prior to inspection by national and EU inspection authorities, cooperation with the inspectors and preparation of the project in response to post-inspection comments, preparation of position statements for EU inspection institutions such as the European Court of Auditors;
    • advising at the stage of applying for permission to modify the project;
    • handling disputes with the implementing bodies, including representation in administrative and judicial/administrative proceedings concerning repayment of the subsidy, and representation before a court of law regarding a claim for payment of suspended subsidies;
    • legal assessment of the responsibilities of the beneficiary in the durability period, transformations of the beneficiary in the durability period, transfer of the beneficiary’s obligations to a third party or performance of these obligations by a third party.
  • Liaison between business and the research &development sector

    Good cooperation between businesses and universities, or research and academic entities, is one of the pillars of successful commercialization of innovations. The basis for such cooperation is clear contractual definition of the respective responsibilities of the parties who are providing creative input in the project.

    Our experience in this respect includes:

    • contractually securing the relationship between universities, or research & development entities, and business operators:
      • letters of intent and preliminary agreements;
      • research & development contracts;
      • agreement on joint research & development;
      • agreements with employees of universities and academies;
      • contracts for the use of the research infrastructure of universities and academies;
      • acquisition of intellectual property rights from universities and academies or obtaining a licence for these rights (negotiations taking into account different models of remuneration and commercialization);
    • advising on consortium agreement, including in particular:
      • securing consortium members in terms of their responsibility for the project;
      • defining the rules of use of pre-existing intellectual property rights, acquisition of intellectual property rights, as well as their use during project implementation and after its completion.
  • Start-ups

    Poland – the next Silicon Valley? This question seems to be asked increasingly frequently in our country. The large number of newly established companies, especially in the IT industry, and their success could warrant a “yes”. Our experience in this market includes support for seed capital funds, venture capital funds, and start-ups, including:

    • choice of the legal form of the company and preparation of the documentation taking into account the objectives of the originators and investors (quick sale of shares, financing on public markets, acquisition of further equity investors, etc.);
    • financing with private capital – agreements with seed capital and venture capital funds (pre-incubation agreement and investment agreement):
      • definition of corporate governance (control of the Management Board, powers of the Supervisory Board);
      • securing the investors (tag-along, drag-along, right of first refusal, liquidation preference, vesting, lock-up, and      non-compete clauses, redemption scenarios);
    • handling corporate disputes between shareholders, and between a shareholder and the company (court proceedings concerning redemption of shares, obligation to sell shares, and acting to the detriment of the company).