Reviewing a research collaboration agreement with a university

A research collaboration agreement with a university sets the terms on which academics work on a company's problem: who owns the results, whether the company can stop publication, what the company can exploit and on what terms, and what the university keeps for teaching and further research. Universities have standard positions, drawn from the Lambert model agreements. I review the agreement from the company's side and return it marked up with a written explanation of the changes and which ones a university will accept, for a fixed fee of £895 in five working days.

Who this is for

Companies in England and Wales sponsoring or collaborating on research with a university, research institute or Catapult, whether under a Knowledge Transfer Partnership, an Innovate UK grant, a PhD studentship or a directly funded project, and want to know what they will own and be able to use at the end. Both parties are organisations; universities are public authorities for some purposes, which affects confidentiality.

What to look for in a university research collaboration agreement

Which Lambert model the university has started from

The Lambert toolkit published by the Intellectual Property Office offers model research collaboration agreements that differ on who owns the results: the university owning with a non-exclusive licence to the company, the university owning with an option for the company to negotiate a licence, the company owning with the university free to use for research and teaching, and others. The review identifies which model the draft follows, whether the university has departed from it in its own favour, and whether the company's funding and contribution of background justify a model that gives the company more.

Ownership of results and the company's right to exploit

Results generated by university staff belong to the university, as their employer, under section 11 of the Copyright, Designs and Patents Act 1988 for copyright, unless assigned in writing under section 90, and universities resist assignment. The review checks whether the company receives ownership, an exclusive licence, a non-exclusive licence or only an option, whether the licence covers the company's field and territory, whether it is royalty-bearing and on what terms, and whether the company's own background stays the company's. Where the results may be patentable, the drafting and filing of the patent is a matter for a patent attorney regulated by IPReg; the review deals with who has the right to file and who pays.

Publication, confidentiality and freedom of information

Academics must publish, and the agreement will give the company a period to review a draft publication, to require deletion of its confidential information and to delay publication while a patent application is filed. The review checks those periods, that the company's confidential information is defined and protected in a way that meets the reasonable steps test in the Trade Secrets (Enforcement, etc.) Regulations 2018, and that the university, as a public authority under the Freedom of Information Act 2000, is obliged to consult the company before disclosing the agreement or the results in response to a request and to apply the exemptions for confidential and commercially sensitive information.

Funding, deliverables and the standard of the work

University agreements state that the research is experimental and results are not guaranteed, that the university will use reasonable endeavours, and that the funding is paid in advance in instalments. The review checks that the project plan sets milestones, reports and deliverables, that the company may withhold an instalment where a milestone is missed for reasons within the university's control, that the named principal investigator's replacement needs the company's consent, and that the company's obligations to supply materials, data or access are stated so that it is not in breach of an undefined duty.

Students, staff and personal data

Where a PhD student or a Knowledge Transfer Partnership associate works on the project, the student is not the university's employee, so results the student creates are not the university's under section 11 and need a separate assignment. The review checks that the university has obtained it. Where the research uses personal data, the parties need the controller and processor terms of the UK GDPR and the Data Protection Act 2018, and where the project is grant-funded the grant conditions on ownership, publication and exploitation flow through and should be attached.

Liability, warranties and termination

Universities exclude warranties as to the results and cap liability at the funding paid, and the company should expect to accept that in return for a matching cap on its own liability. The review checks that the university does not disclaim liability for its own negligence in handling the company's materials and confidential information, that the company may terminate on notice for the university's failure to progress the project and on the principal investigator's departure, and that on termination the company keeps the results and rights it has paid for. The Late Payment of Commercial Debts (Interest) Act 1998 applies to the funding instalments.

What it costs

Complex review, £895. Heavily negotiated or unusually complex documents. Five working days.

Standard review, £495. Marked-up document and a written explanation of the changes. Three working days.

Buying online forms the engagement on payment. The scope is what the contract review page describes, you accept the Terms of Service at checkout, and I email you within four working hours to get started. If you would rather ask something first, email me.

What you get

• Your own contract returned with my amendments as tracked changes, plus a clean version with every change accepted, ready to send to the other side
• Comments in the document where a point needs explaining
• A written explanation of what I have changed and why, by email or as an attachment if it is lengthy, marking the points I would hold firm on and the ones that are negotiable
• A view on what is normal market practice and what is the other side pushing their luck
• One round of follow-up questions by email, included

What is not included

• Negotiating directly with the other side, which I quote separately once I know who is on the other side. Where the other side is willing to share a live document, I can work in that document directly
• Drafting a replacement contract from scratch
• Advice on the law of any jurisdiction other than England and Wales
• Tax, accounting or regulatory advice
• Disputes about a contract that is already signed

Questions I am often asked

We are paying for the research. Why does the university own the results?

Because its staff create them and the Lambert models start from university ownership unless the company pays for more. The review identifies which model the draft follows, and asks for ownership or an exclusive licence in your field where your funding and contribution justify it.

Can we stop the university publishing?

You can delay publication for a period to protect confidential information or file a patent application, and require your confidential information to be removed; you cannot stop publication altogether. The review checks the review and delay periods and makes sure your confidential information is defined.

A PhD student is doing most of the work. Who owns what the student produces?

The student, unless the student has assigned it, because a student is not the university's employee. The review checks that the university has obtained an assignment from every student and associate working on the project before the agreement is signed.

Related guidance and services

• Contract review, £895, the service this page describes
• Data protection agreements and privacy terms, £795
• Reviewing an intellectual property licence from a university
• Reviewing a collaboration agreement with another business

This page is general guidance for businesses in England and Wales, not advice on your own circumstances. Last reviewed: September 2026. Email geoffrey@caesar.co.uk.