As part of its measures to assist companies affected by the COVID-19 outbreak, the UK Government has recently announced several funding schemes. In addition to a “Future Fund” of £250 million for investment in start-up businesses, the Government is pledging £750 million of support for small and medium sized businesses focused on research and development. This support is being provided via the existing Innovate UK grant and loan scheme.
Innovate UK is the UK’s innovation agency - it uses public funds to stimulate research and development through grants and loans. They have recently announced that there will be some accelerated funding to businesses who are already working with them, but no further details seem to be available on this as yet.
We are aware from our clients who are already working with Innovate UK that they are being pushed to get contracts completed, so that monies can be forwarded to the companies. The normal approach for securing funding is to apply for one of the competitions detailed on their website, and many of the competitions result in multiple winners. This means companies have to enter into collaboration agreements - we regularly advise on these collaboration agreements and have included below some issues to be aware of when negotiating such contracts. The key point is to know that they can be negotiated, and there are various options to choose from.
Companies engaged in research and development, and particularly those applying for grant funding, will often work in collaboration with one or more other institutions, which may be commercial and/or non-commercial (e.g. universities or government agencies).
It is important, when doing so, to have a written agreement in place governing the terms of the collaboration. This enables the parties to clearly set out, in writing, the expectations they have for the project and for each party’s responsibilities within that project. In addition, a written collaboration agreement will typically:
Retaining ownership of intellectual property (IP) is extremely important to innovative companies - it is therefore essential that the negotiation of these clauses is done with a great deal of care and attention.
Commonly, and particularly where there is collaboration between a commercial entity and an educational institution such as a university, collaboration agreements from the “Lambert Toolkit” are used. These can be found at https://www.gov.uk/guidance/university-and-business-collaboration-agreements-lambert-toolkit.
There are 7 template agreements for one-to-one relationships and 4 consortium agreements, for use if there are more than 2 parties collaborating. These agreements have broadly the same structure but the key differentiator is the ownership and licensing of intellectual property.
Each template contains different intellectual property provisions, enabling parties to choose the most appropriate for the type of collaboration they’re entering into. For example, the first of the one-to-one agreements provides that the institution keeps the IP, with a non-exclusive licence to the commercial entity; whilst the fourth provides that the commercial entity owns the IP, with the institution having a right to use it for non-commercial purposes only.
If you’re entering into a collaboration based on one of the agreements in the Lambert Toolkit, it is vital to ensure the correct version is used for your scenario. There is a guide available to assist with this decision - https://www.ipo.gov.uk/lambert-decguide-sect1.htm.
As well as the Lambert Toolkit, there are other types of agreement which may be used. Some funding bodies and government agencies will have their own templates; likewise, one of the parties you’re planning to collaborate with may serve up their own agreement, drafted by their lawyer or used by them in the past.
Whatever form of agreement you end up using, it is worth keeping in mind the following tips when agreeing the terms of a collaboration:
Even the government provided templates normally require some amendments in relation to IP.
This guide is provided for general information only and should not be relied upon as legal advice.
If you would like to discuss any of the contents of this guide in further detail, or would like assistance with drawing up a collaboration agreement, please contact us at firstname.lastname@example.org and we will get in touch as soon as possible.