The Variation Agreement is for use to alter the terms of any agreement previously signed by a University and Collaborator under the HERC IP Framework, for example to vary the terms of a licence or research agreement.
On this page:
Two templates are provided – one to vary any of the two-party agreements and one to vary the Multi-party Collaboration Agreement.
When should it be used?
- When all parties have agreed to amend part of an agreement and wish to record this
- Common uses of a Variation Agreement include:
- Amending research agreements to update the research plan, funding or term of the collaboration
- Amending a licence agreement to record a re-negotiation of terms such as agreed changes to payment schedules or reporting obligations
- The variation can be to the wording of an existing clause(s) in the agreement (including any Project Plan), to add new clauses, or to remove existing clauses
- The variation needs to be clearly defined and include a date for when the variation will take effect
- Other than the clause(s) being varied, the rest of the agreement will continue to apply
When should it not be used?
- Some changes can be agreed within the scope of the existing agreement, for example, in a Multi-party Collaboration Agreement the Governance Committee can agree to changes to the project plan and a Variation Agreement is not required
- A Variation Agreement should not be used to change the form of an agreement. For example, it should not be used to:
- add terms for a commercialisation licence to a research agreement (a separate Licence Agreement should be negotiated)
- include technical (consulting) services that are not part of a research project (a separate Technical (Consulting) Services Agreement should be negotiated)
Key considerations when completing the template
Any changes to an agreement need to be discussed and agreed between the parties first. These discussions should be held as soon as you realise that the change will be required. You need to think about the effect of any changes on your obligations or potential liabilities. Depending on the nature of the changes, independent legal advice may be needed.
The wording and description of the agreed changes need to be clear, and unambiguously identify the existing clauses in the agreement that they are varying or replacing. All clause references should be correctly numbered based on the original agreement.
The parties also need to agree when the changes will take legal effect. The Variation Agreement should be agreed and signed before this date.