IP Research Contract Basics
Some of your research will be funded by research grants, often from the UK Research Councils (UK RC) or charitable institutions. They have standard terms and conditions upon which they make their grants, which are non-negotiable. These standard terms and conditions form the basis of the contract. Frequently these funders do not seek rights in the IP created but only impose an obligation on you to disseminate the results. You should always familiarise yourself with the relevant standard terms and conditions and the obligations which they impose.
There is also a wide range of specific types of Research Contract which have specific contract terms applicable to them. They are usually driven by a particular funding body.
EU Framework Contracts
The European Commission funds a variety of collaborative research projects in the context specific frameworks. The Horizon 2020 programme starts in 2014. The European Commission enters into a contract with all the collaborators. Apart from some specific variations to deal with the nature of the specific research itself and the level of funding being given, this contract has set non-negotiable conditions.
The collaborators then enter into a separate agreement themselves, known as a Consortium Agreement. In this they agree additional terms and can go into more detail on specific issues. These terms cannot contradict anything set out in the contract with the European Commission. There are several specimen Consortium Agreements in circulation which go into great detail as to how these research collaborations are governed, money is dealt with and IP is handled.
Lambert Model Agreements
The Lambert Toolkit can be of assistance to universities, researchers and companies that wish to undertake collaborative research projects with each other.
The toolkit is made up of 5 model research collaboration agreements and 4 model consortium agreements plus supporting material. These can be accessed here. This Guide will only focus on the model research collaboration agreements.
The different versions of the collaborative research agreements contain variations on who owns and has the right to commercialise and use the IP arising out of the Project (that includes publication of the results). There is a Decision Guide with questions to help you decide which of the 5 model agreements to use.
As the working group that produced them included public bodies, universities and UK companies they should hopefully reflect a reasonable compromise between the various interests of collaborators. They will not necessarily represent the best position from your research institution’s point of view. They are, however, a useful starting point if your research institution does not have its own standard agreements.
Most research undertaken by research institutions involving third parties will be done using a Research Contract. Other possible models are:
This is not a separate legal entity but a body whose members effectively contract on the basis of its constitution – a sort of club. It does not have limited liability and so it is important to set out what each member has agreed to do or not to do.
This is a recognised legal structure but all partners are equally liable for each other partner’s liabilities. It is not usually very attractive, unless there are foreign entities involved.
IP, research equipment and people (sometimes through secondment) are occasionally put into a company which will undertake the research. This will have limited liability but it does create a separate legal entity.
These sorts of structures are only likely to be considered for very long term collaborative research or where there is a very large number of parties.