For Research and/or Licence Agreements: the Framework provides agreement templates in two ‘tracks’. Use the information below to help you decide whether to use a Standard (standard track) or Accelerated (accelerated track) agreement template for your project.
For all other agreements: go to Step 4: Agreement Template and Guidance Materials.
On this page:
Should I use the Standard or Accelerated Agreement?
For Research Agreements
The following factors should be considered by both the university and the industry partner when deciding between using the Accelerated or Standard Research Agreement.
When performing this consideration, parties may need to seek independent advice or further information from the other party before being able to make an informed judgement.
Note: An Accelerated Research Agreement is only recommended in circumstances when both parties have a preference to use an Accelerated Research Agreement.
Where both parties cannot decide which Agreement is appropriate, it is recommended that the parties use the Standard Research Agreement.
Is the value of the activity or project less than $250,000?
If the project's value is less than $250,000 then this may be an indication that an Accelerated Research Agreement may be appropriate.
There may be circumstances that suggest a Standard Research Agreement should be used, even for low value transactions:
- the parties agreeing to include an indemnity;
- a party is a foreign entity;
- the complexity of the project;
- the proposed intellectual property arrangements (for example, multiple types of intellectual property being licensed with different licensing approaches); or
- there are existing arrangements in place between the parties (for example, joint venture arrangements)
Whereby the risk of the project (as assessed by the parties) is high and/or there are specific risks identified, may require that the Standard Research Agreement is used.
However, generally, it is recommended that parties use the Accelerated Research Agreement for low value transactions to aid in streamlining the process of negotiating and finalising an agreement, which can be costly and time consuming for the parties.
Note: Some high-risk projects (as assessed by the parties) and/or projects with specific risks identified, may require the Standard Research Agreement to be used (see internal risk assessment section).
What has the internal risk assessment returned?
It is recommended that each party engage in a risk assessment for the activity or project before engaging.
Factors that parties may want to consider:
- the potential legal exposure the activity or project may create;
- if the activity or project could lead to a breach of patent or copyrights;
- if the activity or project involves significant physical or environmental risks.
An internal assessment that indicates low to medium risk for the activity or project would suggest the Accelerated Research Agreement may be the appropriate approach, depending on the views of the parties.
This risk assessment may also be used to determine an appropriate liability cap to include in the relevant agreement based on the assessed level of risk. For the Accelerated Research Agreement, the liability cap would generally not be expected to be greater than $100,000. If the proposed liability cap is higher than $100,000, the Standard Research Agreement may be more appropriate for the activity or project.
Is there a need for an arbitration or mediation system beyond what is in the Accelerated Research Agreement?
There may be situations in which the proposed approach regarding arbitration may not be enforceable with the industry partner. In this instance, it is recommended that a standard agreement is adopted to ensure amendments can be made to recognise what systems may be most effective.
Practical Guide
Go to Section 4.2 of the Practical Guide (page 21 of the pdf version) for more information and guidance on choosing between a standard or accelerated research agreement.
For Licence Agreements
The following factors should be considered by both the university and the industry partner when determining if they should proceed under an accelerated or standard non-exclusive licence agreement.
When performing this consideration, parties may need to seek independent advice or seek further information from the other party before being able to make a clear judgement.
Please note that an accelerated non-exclusive agreement is only recommended in circumstances when both parties determine a preference for an accelerated agreement. Where both parties come to different conclusions, it is recommended that negotiations proceed under the standard licence agreement.
Is the value of the agreement less than $100,000?
If the agreement’s value is less than $100,000, it may be an indication that an accelerated agreement is appropriate.
Some circumstances, however, may require the parties to use a standard agreement. For example: where an indemnity provision is required or for high risk projects (as assessed by the parties risk assessment). However, as a general factor, it is recommended that low value transactions are treated in the accelerated stream to reduce friction in negotiations that are cost and time consuming.
What has my internal risk assessment returned?
It is recommended that each party engage in a risk assessment for the activity or project before engaging.
Factors that parties may want to consider:
- the potential legal exposure the activity or project may create;
- if the activity or project could lead to a breach of patent or copyrights;
- if the activity or project requires specific safeguards to be carried out safely etc.
An internal assessment that indicates low to medium risk would suggest an accelerated agreement may be used (subject to the outcomes of other factor assessments).
Will the licensee be permitted to sublicense the licensed IP rights?
In some commercialisation arrangements a licensee may wish to be permitted to sublicense the licensed IP rights to enable commercial exploitation. For example, the licensee may wish to outsource some aspects of manufacturing, service provision or sales which may rely on a right to sublicense. If the licensee will be permitted to sublicense the licensed IP rights, then it is generally recommended to ensure that the licence agreement includes provisions regulating sublicensing, such as provisions required to be included in any sublicense agreement, any sublicense approval requirements, and management of risk associated with sublicensing. In such cases it is recommended to use the standard non‑exclusive licence agreement.
Is there are a necessity for explicit indemnity and warranty provisions?
If one or both parties require explicit indemnity or warranty provisions, then it is recommended that a standard non-exclusive licence agreement is adopted. These provisions are recommended not to be incorporated in the accelerated non-exclusive licence agreement. While a subsequent variation may be made to an accelerated agreement to incorporate an indemnity and/or warranty if required later on, it is recommended that a standard non-exclusive licence agreement is utilised if it is known that such a provision is required from the outset.
Is there a need for an agreed arbitration or mediation system?
There may be situations where the parties want to include a specific mediation or arbitration clause. In this instance, it is recommended that a standard agreement is adopted to ensure amendments can be made to recognise what systems may be most effective.
Other factors parties may want to consider
Whether the agreement is to address the ownership and licensing of any improvements, and whether there are any product safety requirements that need to be addressed.
Practical Guide
Go to Section 4.4 of the Practical Guide (page 34 of the pdf version) for more information and guidance on choosing between a standard or accelerated licence agreement.
For other agreements
Proceed to next step - Agreement templates and guidance materials