5.4 - Standard Research Agreement

The Standard Research Agreement is for research and development projects between a collaborator and a university where it is not appropriate to use the Accelerated Research Agreement.

On this page:

When should it be used?

  • The collaborator and university wish to undertake a specific research project using the university’s expertise
  • The collaborator is funding the project (in full or in part)
  • The collaborator is either a private sector entity or a Commonwealth Entity
  • The project is agreed by the parties as higher risk

The template assumes both parties are Australian entities and it can also be used when one party is a foreign entity. If you wish to use the template for a research project with a foreign entity, you should seek legal advice as to any changes that may be needed.

When should it not be used?

  • For low/medium risk projects where the Accelerated Research Agreement is more appropriate
  • For projects where there are multiple academic and/or commercial partners, use the Multi-party Collaboration Agreement instead
  • For projects where the University is leasing equipment or providing contract technical (consulting) services, which do not involve basic research (please refer to the Providing Services and Equipment guidance)
  • For commercialisation of any results
  • Where the university already has an over-arching agreement with the collaborator as part of a long-term strategic partnership

When is a project higher risk?

The factors the parties should consider when deciding to use this template and not the Accelerated Research Agreement template include:

  • Is the value of the project more than $250,000? If so, then this would generally be considered higher risk
  • What has your internal risk assessment returned? Before starting a research project, each party should carry out their own risk assessment. Factors to consider include:
    • what is the potential legal exposure the project may create?
    • could this project lead to a breach of intellectual property rights, including patent or copyrights?
    • will this project involve significant physical or environmental risks?
    • is one party a foreign entity?
    • is the project complex (for example, in terms of the technical work being performed)?
    • does the project involve licences to significant Pre-existing IP owned by either party and/or Third Party IP?
    • is the proposed liability cap higher than $250,000?

If the risk assessment indicates a higher risk, then the Standard Research Agreement should be used.

  • Are indemnity or warranty provisions needed? If one or both parties require indemnity and/or warranty provisions, then a Standard Research Agreement is recommended

Key considerations when completing the template

The following table is provided as a guide to help the parties appreciate the key considerations that each party will have when negotiating a Standard Research Agreement.

Discussing and understanding each party’s needs and concerns up front will help you reach an agreement more quickly and will help you apply the template to reach a fair agreement. A research agreement may take up to three months to negotiate and sign, often longer, depending on the complexity of the proposed project. It is, therefore, important the parties start these discussions as early as possible.

For organisations, particularly SMEs, that do not have any experience of working with universities, this table will help you understand what the key provisions of a research collaboration are and what you need to discuss and agree in order to finalise the agreement from the template.

Additional plain English guidance on the meaning of key clauses is provided in a separate annotated version of the template.

This table sets out the key points each party needs to consider when using the Standard Research Agreement. Understanding your own key considerations, as well as those of the other party, will help you to negotiate a fair and reasonable agreement that works for both parties.

Key points Standard Research Agreement Provision University Collaborator
Details of the Project
  • A clear plan for the research project describing the aims, what work will be undertaken, by whom, and the expected results, including any reports (defined as Project IP)
  • The template does not envision that the Collaborator will be carrying out research as part of the Project beyond the provision of ideas, information and materials for use by the University. If outputs from the Project will be further researched by the Collaborator, a Material Transfer Agreement can be used
  • Where milestones are agreed to be included, a clear definition of what these are and what is needed to meet each milestone and the associated timelines. Careful consideration also needs to be given to the Project’s governance and how decisions are made
  • Who the key personnel are that will manage and deliver the Project
  • What confidential information will be exchanged
  • The frequency for meetings
  • Be clear and realistic in what can be achieved, when and what the expected Project IP is
  • Ensure that any risks and uncertainties are clearly articulated
  • Ensure any agreed milestones are realistic and achievable, particularly if continued funding is contingent on achieving these milestones. For higher-risk research projects, technical development milestones linked to progress may be appropriate
  • Ensure the governance arrangements for the project are clear, particularly how decisions will be made
  • Be clear on what information is considered confidential to each party
  • Ensure the collaborator is kept appropriately informed of progress and involved in all major decisions relating to the Project, without this becoming over burdensome
  • Ensure you know what will be delivered through the Project and what the risks and uncertainties are
  • Ensure that continued funding is linked to suitable progress with the research and there are stop/go decision points if these are required
  • Be clear on what information is considered confidential to each party
  • Ensure you are kept appropriately informed of progress and involved in all major decisions relating to the Project, whilst not becoming unnecessarily over burdensome to the academic party
  • Ensure the governance arrangements for the project are clear, particularly how decisions will be made
Project Funding
  • A detailed breakdown of the funding that will be provided by the Collaborator and when payments will be made, and if these future payments are contingent on meeting earlier milestones
  • Details of any in-kind contributions
  • The parties will need to take their own tax advice with respect to the tax status of the funding
  • Ensure all costs and contingencies in the research are covered through the funding
  • Be clear on your funding position if an agreed milestone is not delivered
  • Ensure all in-kind contributions are documented and you can deliver these
  • Be clear on your financial liability and when payments will be due
  • Ensure all in-kind contributions are documented and you can deliver these
  • Understand what your financial responsibilities may be if the project terminates earlier than anticipated
Ownership of IP Rights (IPRs) in the Project IP
  • Who will own the Project IP generated by the Project
  • How these results will be protected and who is responsible for this
  • You should expect to retain ownership of the Project IP from the Project if the research plan is directed by the University and/or builds on significant Pre-existing IPR owned by the University
  • If the Project IP incorporate significant Pre-existing IPR owned by the Collaborator, and/or the Collaborator has directed the research plan and the Collaborator is fully funding the Project at a commercial rate, it would be reasonable for the parties to agree that the Collaborator owns and protects the Project IP
  • Agree and document how any Project IP will be protected if formal registration (e.g., via a patent application) is expected. For example, who is responsible for filing the applications and who will pay the costs. Generally, the owner would expect to do this. It may be appropriate for the Collaborator to contribute to the costs, especially if they have a right to negotiate commercialisation rights
  • Be confident the Project IP will be properly managed and protected when these are owned by the University   
  • Ensure the industry partner secures all the rights it needs to use the Project IP, either through the default right to negotiate a commercialisation licence, or through ownership of the Project IP if the circumstances indicate this is reasonable and/or the parties agree that the industry partner is better placed to manage this process
Use of the Project IP (for internal use)
  • Defining the scope of the internal uses the Collaborator or the University has rights to the Project IP for (defined as the Purpose in Schedule 3)
  • Where the University is the owner, the Collaborator will have a non-exclusive, free licence to use the Project IP internally for the activities that fall within the Purpose
  • When the University is the owner, be clear on what rights the Collaborator will have to use the Project IP of the Project internally
  • Ensure any restrictions to your Pre-existing IPR and the rights you can grant to them are clear to the Collaborator before the Project starts
  • If it is agreed that the Collaborator owns the Project IP, ensure it takes agreed steps to commercialise the Project IP and that the University is granted the rights to use the Project IP for research and teaching purposes
  • Ensure the industry partner has the rights it needs to fully use the Project IP internally
  • Ensure the industry partner is aware of any restrictions to this use  
Use of the Project IP (for commercialisation)
  • Where the University owns the Project IP, the Collaborator would expect to have a first right to negotiate a licence to commercialise the Project IP in addition to its licence to use the Project IP internally
  • Where the Collaborator is the owner, the University will have a right to take over commercialisation via a licence subject to any agreements the Collaborator has signed that are on an arms-length basis i.e. agreements at market rates and not on favourable terms, for example to a connected company or affiliate
  • Be clear whether the Collaborator will have a right to negotiate further rights to commercialise the Project IP you own and how this will be negotiated
  • If the Collaborator owns the Project IP, ensure it takes adequate steps to commercialise the Project IP and decide if it is appropriate that you take over commercialisation via a licence
  • Ensure the industry partner has a right to negotiate further commercialisation rights if these are likely to be needed 
  • Ensure you understand the University’s rights to negotiate a licence to commercialise the Project IP you own should you not commercialise these in an agreed period of time
Use of Pre-existing IPR
  • Details of any IPR owned by either party before the project starts (called Pre-existing IPR) that will be used in the Project
  • Whether there are any restrictions on its use (if this IP will be needed to make use of the Project IP internally for the Purpose). Rights to this Pre-existing IPR are otherwise assumed within the internal licence granted to the Collaborator for the Purpose
  • Ensure the Collaborator is aware of your Pre-existing IPR that you will be using in the Project
  • Ensure you do not introduce any Pre-existing IPR into the Project if you are unwilling or unable to grant the Collaborator a licence for them to use the Project IP. This should be listed in the Agreement. This is very important as the Collaborator otherwise could have a free licence to your Pre-existing IPR for it to use the Project IP internally
  • If the Collaborator is providing access to its Pre-existing IPR, be clear that you will only be able to use this for the specified Project, and not for any future independent research
  • Ensure the industry partner knows what restrictions might impact on its freedom to use the Project IP and what additional licences might be needed either for internal research use or for commercialisation
Use of Research Tools
  • The template provides an opportunity to list Research Tools that will be used in the Project. These are general scientific methods, know-how etc whose use would not be required for the Collaborator to gain rights to the Project IP
  • No rights are granted to Research Tools
  • Ensure you list any important Research Tools that the Project will use so that it is clear to the Collaborator that it will have no rights to these
  • Ensure the industry partner knows what Research Tools are planned to be used in the Project and that you will not have rights to these
Use of Third Party IPR
  • Details of any IPR owned by third parties that will be used within the Project
  • The restrictions that apply to the third party IPR
  • Ensure the Collaborator is aware of any restrictions that might apply to the outputs from the Research if you are using Third Party IPR and that you are aware of any restrictions from Third Party IPR made available by the Collaborator
  • Ensure the industry partner knows what restrictions might impact on its freedom to use the Project IP before the Project starts
Liability
  • The financial limit of liability that each party will have arising from the Project, except for those situations that specifically uncapped or cannot be limited by law
  • Generally, this should be limited to the level of project funding received or a multiple of that funding – or it might be agreed to align with the organisation’s insurance limits
  • The limit will usually be the same for both parties unless it is agreed that one party is taking on a higher risk than the other
  • Generally, this should be limited to the level of project funding received or a multiple of that funding – or another agreed limit in accordance with the organisation’s insurance limits
  • The limit will usually be the same for both parties unless it is agreed that one party is taking on a higher risk than the other
Indemnity
  • The template includes an indemnity from the University that the Collaborator’s use of the Project IP for the Purpose will not infringe any IPR of a third party
  • The parties may agree to remove this indemnity or agree alternative indemnities
  • Very carefully consider whether the University can give an indemnity to cover the industry partner’s use of the Project IP. For many projects this will not be fair or reasonable given the uncertainties of what the research project may generate as Project IP
  • If the Collaborator owns the Project IP and is commercialising this, it is reasonable to ask that they indemnify the University from liabilities that arise from these activities
  • If the Project IP and your use of the Project IP can be clearly defined and are known prior to the Project starting, and the industry partner is fully funding the Project at a commercial rate, then asking for an indemnity from the University may be fair and reasonable
  • You should be prepared to indemnify the University where you own the Project IP and you are undertaking the commercialisation
Dispute Resolution
  • The agreement includes a number of alternative standard approaches to dispute resolution
  • Select the approach that works best for both parties. Most organisations will have a preferred approach
  • Be aware that some dispute resolution mechanisms may not be enforceable with a foreign entity
  • In the absence of agreement, escalation to court proceedings should be the default
  • Select the approach that works best for both parties. Most organisations will have a preferred approach
  • In the absence of agreement, escalation to court proceedings should be the default
Insurance
  • The agreement includes standard levels of insurance that are appropriate for most situations
  • Ensure your insurance levels meet the proposed levels
  • A lower level of insurance, particularly for professional indemnity may be appropriate if the company is a SME
  • Ensure your insurance levels meet the proposed levels
  • You may need to ask for the limits to be lowered