Guidance

Lambert toolkit: model consortium agreements

There are 4 model consortium agreements for universities and companies that wish to undertake collaborative research projects with each other.

Documents

Outline

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Agreement A

Agreement A

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Agreement B

Agreementt B

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Agreement C

Agreement C

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Agreement D

Agreement D

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Detail

Each model consortium agreement is available to download

The model agreements contain notes.

These, and any optional wording you do not wish to use (shown in square brackets in the agreements), should be removed before the agreement is prepared for signature.

Lambert model consortium agreement A

Each member of the consortium owns the Intellectual Property (IP) in the results that it creates and grants each of the other parties a non-exclusive licence to use those Results for the purposes of the project and for any other purpose, so that any member of the consortium may exploit the results. To maximize exploitation, there is an unfettered right to sub-license. (The scenario assumes that the parties do not have an agreed exploitation strategy).

Lambert model consortium agreement B

The members of the consortium have agreed an exploitation strategy and have decided that one of their number (the lead exploitation party) is best suited to carry out the exploitation of the results. The other parties therefore assign their IP in the results to the lead exploitation party who undertakes to exploit the results. (Alternatively the lead exploitation party is granted an exclusive licence). In return the lead exploitation party agrees to pay the other parties a share of revenues generated from that exploitation or a success payment.

Lambert model consortium agreement C

The members of the consortium have agreed an exploitation strategy and have decided that different parties are best placed to exploit different results: they have different core businesses and are interested in different Results. Each takes an assignment of IP in the results that are germane to its core business and undertakes to exploit those Results so as to comply with the terms imposed by a funding body.

Lambert model consortium agreement D

Each member of the consortium owns the IP in the results that it creates and grants each of the other parties a non-exclusive licence to use those results for the purposes of the project only. The members of the consortium do not have an agreed strategy for the exploitation of the Results. If any member of the consortium wishes to exploit the IP in the results or the IP in the background of another member of the consortium, it will have to negotiate a licence to allow it to exploit that IP or to take an assignment of that IP. If an approach is made on that basis, the owner of the IP undertakes to negotiate with the member wishing to take a licence or assignment.