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Research & Development / Collaboration
What are research and development / collaboration agreements?
Research and development (R&D) agreements contain an agreement between parties to collaborate, research and, if possible, develop a new product or technology. They are often entered into when a certain type of project may be beyond the capabilities of a single undertaking acting on its own for example, because it does not have capital investment required or because it lacks the technical expertise to carry out the project. Whatever the reason, R&D or collaboration agreements are an ideal mechanism for multi parties to use in order to keep a project moving in the right direction.
Why do you need a research and development agreement?
Commercially, businesses can partner with third parties to share resources and skills leading to the development of new processes or products. This can include relationships with specialist providers of services or even academic establishments. Competitors may also partner and/or co-operate in an attempt to share the cost of developing new products. A research and development agreement / collaboration agreement, if drafted correctly, should provide clarity around the transaction as it should document the roles and responsibilities of the parties involved. Whenever a party is looking to enter into a research and development / collaboration agreement, we would strongly recommend that the agreement is drafted and/or reviewed by a legal professional.
Reasons for engaging in R&D or collaborative research.
Classic examples may include:
- Undertaking research
- Obtaining financial support to carry out research
- Increasing a businesses profile within an industry by looking to publish the results
- Extending a business’ range of contacts and collaborative partners
- Gaining access to external expertise
- Supplementing internal research efforts and resources
- Accelerating research
- Sharing cost
- Generating intellectual property
In addition to the above there are also various arrangements that would require an R&D, for example, a business seeking new technology or ideas may:
- Have another party conduct certain research on their behalf.
- Engage in a collaborative research relationship.
- Receive and accept unsolicited ideas from a third party.
- Evaluate the technology of another company with the potential to licence the technology to augment its own technology.
Whatever the reason for entering into this type of relationship, it is vital that the parties enter into a bespoke arrangement that sets out the rights and obligations of the parties. However, don’t forget that in the lead up to any potential R&D agreement, you should consider whether confidentiality needs to be adhered to, which may require the use of NDA/confidentiality agreements prior to the commencement of a project.
Ownership of and rights to results arising out these type of agreements.
R&D and/or collaboration agreements will often generate some form of intellectual property which then raises several important legal issues, such as who owns the intellectual property that has arisen from the relationship. There are no set rules as to who should own the rights in any results of other form of intellectual property that has arisen. However, it is something to be considered and agreed at the outset of a project, ensuring that the agreed terms are then included into a clear written agreement.
The commercial team at Berry Smith have experience in dealing with matters relating to research and development as well as party collaboration. If you are looking for an agreement to be drafted for your project or if you have been provided with an agreement for review of if you simply have further questions on this subject, please do not hesitate to contact us on 02920 345511 or at firstname.lastname@example.org
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If you would like a no obligation discussion, please feel free to contact us either by phone on 02920 345511 or emailing us below.