University and business collaboration agreements: Lambert Toolkit
The Lambert toolkit is for universities and companies that wish to undertake collaborative research projects with each other.
This guidance was last updated in 2018 and does not reflect the changes since the end of the Brexit transition and the new UK National Security and Investment Act (NSI) 2021, which comes fully into effect from 4 January 2022. Businesses and investors must check the guidance to understand what types of acquisitions are covered by the new rules. Guidance is available for education and research institutions, businesses and investors to understand the scope of the NSI Act and how to prepare for the new rules.
Overview
The Lambert working group has created this toolkit to assist academic or research institutions and industrial partners who wish to carry out research projects together.
The objectives of the toolkit are to:
- facilitate negotiations between potential partners
- reduce the time, money and effort required to secure agreement
- provide examples of best practice
The toolkit consists of:
- a decision guide
- 7 model research collaboration (one to one) agreements (1-6)
- 4 consortium (multi-party) agreements (A-D)
- heads of terms and variation agreements for both collaboration and consortium agreements
- guidance notes
The model agreements are starting points and their use is not compulsory. Each model agreement envisages a different set of circumstances and are not sector specific, allowing for flexible use. However the model agreements can be adapted to meet the particular circumstances of your project.
Benefits from owning IP
The ownership of the IP and the right to use it from a project are important considerations because they can confer a competitive advantage.
Where the results of a project enable the creation of a product with unique characteristics that is attractive to customers, ownership of the IP, or the exclusive right to use it, provides protection for the investment made in developing the product and taking it to market.
Equally knowledge transfer and the engagement of academic or research institutions with industrial partners is acknowledged to be important to the economy of the UK.
Maximising innovation
The aim of the model agreements is to maximise innovation, and encourage the collaboration with industry and the sharing of knowledge. The cornerstone of the 7 model research collaboration agreements is that, at the least, a commercial “partner” (called the collaborator) will have the right to use the results of the project on a non-exclusive basis so as to promote the use of the results and therefore innovation. The agreements are designed to represent a workable and reasonable compromise for both or all parties.
How do I get started?
There are 2 model heads of terms agreements, one for two party collaboration agreements and the other for multi-party consortium agreements. These agreements can be used to start negotiations to agree the basic principles for your project. These help identify major issues early on in the project and identify solutions.
Which agreement should I use?
To help you decide which of the 7 model research collaboration agreements most closely reflects the circumstances of your project, a decision guide will lead you through some of the principles and criteria that you may wish to take into account when deciding on the ownership and rights to exploit IP. You may find it helpful to consult this guide before using any of the model research collaboration agreements.
The decision guide is for use with the bilateral research collaboration agreements only. There is no decision guide for the 4 consortium agreements. This is because there are too many possible alternatives for multi-party research.
Model research collaboration agreements
The 7 model research collaboration agreements cover one to one projects. Each provides a different approach on who is to own, and exploit, the IP in the results or outcome of the project. A decision guide is available to help you decide which agreement you could use.
| Research collaboration agreement | Terms | IPR |
|---|---|---|
| Agreement 1 | Collaborator has non-exclusive rights to use in specified field/territory; no sub-licences | Institution |
| Agreement 2 | Collaborator may negotiate further licence to some or all Institution IP | Institution |
| Agreement 3 | Collaborator may negotiate for an assignment of some Institution IP | Institution |
| Agreement 4 | Institution has right to use for non-commercial purposes | Collaborator |
| Agreement 4A | Each party has right to exploit certain results created during the project and takes assignment of those results. Institution has right to use for academic and research purposed, the Collaborator for research purposes | Institution and Collaborator |
| Agreement 5 | Contract research: no publication by Institution without Collaborator’s permission | Collaborator |
| Agreement 6 | Institution has right to use for academic and research purposes | Collaborator |
The model agreements are starting points and their use is not compulsory. You should decide which of the 7 approaches is most suitable and negotiate with the other party before work on the project begins. None of the 7 research collaboration agreements deals with the joint ownership of IP. For examples of joint ownership clauses, see model consortium agreement A.
Model consortium agreements
There are 4 model consortium agreements, for use where more than 2 parties are collaborating.
| Consortium agreement | Terms |
|---|---|
| Agreement A | Each member of the consortium owns the IP in the results that it creates. They grant each other party a non-exclusive licence to use those results for the purposes of the project and any other purpose. |
| Agreement B | The other parties assign their IP in the results to the lead exploitation party (or the lead exploitation party granted an exclusive licence). |
| Agreement C | Each party takes an assignment of IP in the results that are germane to its core business and exploits those results. |
| Agreement D | Each member of the consortium owns the IP in the results that it creates. They grant each other party a non-exclusive licence to use those results for the purposes of the project only. If any member of the consortium wishes to exploit another’s IP they must negotiate a license or assignment with the owner of that IP. |
The consortium agreements cannot cover all the circumstances that might arise between academic and research institutions and industrial partners in carrying out research. They illustrate terms that might apply in four possible scenarios. You should negotiate with the other parties to achieve consensus and a signed agreement before work on the project begins.
Consortium agreements B and C were drafted for use with Innovate UK’s Collaborative R&D Programme. With a few changes, they may be adapted for other circumstances.
Jurisdiction
The Lambert toolkit, including guidance notes and the model agreements, is designed to be used only when the agreements are governed by English law. To use a different legal system you will need to take legal advice from a lawyer qualified to advise on that country’s law.
What happens when other party joins the project?
There are 2 model variation agreements, one for two party collaboration agreements and the other for multi-party consortium agreements. These agreements can be used when a new party joins the project. A fundamental principle in all the model agreements is that no variation to the agreement will be valid unless all the existing parties agree to the variation in writing.
Guidance notes
Guidance notes have been developed to help understand when and how to use the Lambert model agreements. The notes will also explain in more detail the roles and terminology of the wording in the agreements.
Guidance notes for the 7 model research collaboration agreements (One to One) and 4 model consortium agreements
Fast track model agreement
A was produced by Public Health England to evaluate potential treatment options for Ebola and Zika very rapidly and to share the results with stakeholders for a coordinated global response. Following consultations, it is now available as a model agreement that may be adapted for any crisis affecting the health of people, animals and/or the environment.
| Research collaboration agreement | Terms | IPR |
|---|---|---|
| Fast track model agreement | Institution has right to use for academic and research purposes Confidential Information excludes Results Institution can notify Global Stakeholders that they are carrying out the Work, timeline, details of the Developer, Materials, etc. Institution has right to publish Results (including ‘poor’ or ‘negative’ results) and make them available in databases set up by Global Stakeholders Discount if Product is sold back to the Institution or Commissioning Bodies |
Collaborator (or Developer) |
Model agreements between the pharmaceutical and biomedical industries, universities and the NHS
The National Institute for Health Research (NIHR) through its office for Clinical Research Infrastructure provides a suite of model agreements for use in research partnerships involving the pharmaceutical and biotechnology industries, universities and NHS organisations. The Intellectual Property Office worked with NIHR and the Medical Research Council to develop the model Industry Collaborative Research Agreement (mICRA).
It is designed to support research between universities, the pharmaceutical and biotechnology industries and the NHS by shortening the negotiation and contracting process for IP ownership and management.
The mICRA template model and full guidance information can be downloaded from the NIHR website.
International agreements
The Intellectual Property Office has worked with a number of international parties to create separate collaboration agreements across a number of countries. The Model agreements for collaborative research are available. You will also find guidelines on the management of IP in international collaborations and a European Commission cross border decision guide.
Useful resources
Further examples of other agreements:
These examples have not been subject to the same level of scrutiny as the Lambert toolkit. They are provided for information only.
Contact the Lambert Working Group
Feedback is welcome on the Lambert toolkit and your experience of using the model agreements.
Email: [email protected]
Lambert Secretariat
Room GY05
Intellectual Property Office
Concept House
Cardiff Road
Newport
South Wales
NP10 8QQ
United Kingdom
Lambert materials and copyright
The Lambert agreements and supporting materials are to be treated as crown copyright. They are free for universities, institutions and companies to use, adapt and re-use for the purpose of undertaking collaborative research.
Where practicable, the source of the Lambert Agreements and supporting materials should be cited.
Updates to this page
Published 6 October 2016Last updated 5 January 2022 + show all updates
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New text has been added to inform our users of the new UK National Security and Investment Act 2021 that comes into effect fully from 4 January 2022. Businesses and investors should check the guidance to understand what types of acquisitions are covered by the new rules.
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Lambert toolkit survey published.
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International agreements added.
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First published.