IP Toolkit

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Collaborative Research and Development Agreements

Overview

Collaborative Research and Development (R&D) Agreements are the most comprehensive of the agreements to be negotiated and signed for research and development projects with industry partners. They should clearly identify the project itself, provide any necessary background information related to the project, and describe the roles and relationships among the project parties, including any contributions by the parties. If there are issues or special circumstances that may reasonably be anticipated to impact the project, they should be described. These Research and Development agreements may also incorporate non-disclosure clauses and use of Intellectual Property clauses.

Component Checklist

The following checklist of components for collaborative R&D agreements represents elements common to most of the agreement exemplars submitted by Canadian colleges and institutes. Not all components are necessarily relevant for all agreements.

Parties to the agreement

The legal names of all parties to the agreement are specified, with identifying terms that will be used throughout the document. (e.g., X College of Applied Arts and Technology, hereinafter called the “College”). Addresses may also be included. A general description of the parties may be included here (or in the intention clauses).

Intention clauses

Optional, and normally beginning with “Whereas” followed by the intentions of the parties, these clauses specify relationships and background information. This section may also reference how students will be involved in the Project and any specific rights to use the results of the research.

Purpose

This clause states the purpose of the R&D agreement, and may reference a relationship to a funding organization, or the expected deliverables of the Project.

Definitions

All terms relevant to the R&D project should be identified and defined. Typical terms include the “Project”, “deliverables”, “confidential information”, “Intellectual Property”, “Principal Investigator”, “students”, “research
results”.

Background

The nature of the partners may be included here, as well as their previous relationship (if any), and the nature of the current relationship. The College may indicate its intent to have students and faculty involved in the project. It is also possible that parties to the agreement will make available for use in the project information, equipment, or materials that already exist or that are developed independently of the project. Each of the parties allows these materials to be used for the purposes of the project but not for any other purpose.

The Project

The official title of the project as it appears in other documents is specified. The project identifies the scope of the project, the Principal Investigator, others to be involved in the project, the project’s expected outputs, and the timelines expected. A project workplan and budget may be included in the appendices, or be incorporated into the body of the agreement. The start and end date of the project are identified, the resources provided by each party, and any contributions by the parties. It is possible to develop an agreement that relates to more than one project; such a document is essentially an agreement to collaborate between the parties.

Terms and conditions

Terms and conditions may include:

  • Responsibilities of or services provided by the College. These may include financial and human resource management, support services, equipment contribution, provision of space, liaison with funders, and others.
  • Responsibilities of or services provided by the Partner. These may include the provision of human resources, various investments of cash or in kind, and others.
  • Freedom to Operate. A clause may be included that the Partner either owns or has licensed any IP that is to be used in the project.

Financial contribution (from the Industry Partner) and external funding

Financial and in kind contributions should be clearly laid out in the R&D agreement, or in a separate agreement if preferred. This section should identify what financial contribution the industry partner will make, what contributions are provided by external funding partners, (federal, provincial, municipal), how and when invoices are to be rendered and paid.

Use and exploitation of IP

This section will identify ownership of any IP resulting from the project, as well as the ability of partners and students to use the results of the project activities. A separate IP agreement may be developed if there is reasonable expectation of IP resulting from the project.

Liability

Warranties and indemnification clauses are common in R&D agreements to protect each party. The parties may warrant that all IP they bring to the project is owned or licensed by the party, and will not infringe on the IP rights of others. Limits to liability are outlined, as well as a clause indemnifying the College from any damages that may arise from the project.

Dispute Resolution

A dispute resolution process may be described in the R&D agreement.

Termination

Termination of the R&D agreement prior to its specified end date may be specified, as well as the conditions under which the agreement may be terminated. It is possible that a member of a party’s key personnel may leave or be unable to continue and the replacement is not satisfactory. Either party may fail to fulfill one or more of its obligations under the agreement (default). Funding support may be discontinued.

Relationship of R&D agreement to other agreements between the Parties

If the parties to this agreement have a previous relationship and have signed previous agreements it may be wise to indicate that the current R&D agreement supersedes any prior agreements.

Dissemination of results

There may be an agreement required for reporting of results, promotion, press releases, use of the research results by students or faculty, use of names of parties, and others as appropriate.

Amendments

Some agreements specify if and how amendments to the R&D agreement are to be made.

General clauses

Agreements may include general clauses that refer to the “entire agreement”, laws governing the agreement, assignment of the agreement, a “force majeure” clause, and others.

Term of agreement and effective date

The length of time the agreement is in operation is specified, along with the date upon which it becomes effective (usually date of signing).

Designated Representatives/Contact Persons

Authorized representatives for information and notices should be identified, along with contact information, including full mailing addresses, phone and e-mail.

Signature Block

Official signatories may be senior administrators, company executives, or others who may sign on behalf of the organization. Full name and position should be stated. Some agreements include a witness signature.

Schedules

Additional information may be provided in schedules. Examples include project workplans, job descriptions for students involved, contribution agreements, and others as desired.