This section aims to assist with managing agreements throughout the collaboration cycle, from initiation to completion. Navigate through to discover the “when, what and why” of each agreement and use the best practices and available example agreement template to tailor your contract according to your needs.

Note that this guide is for informational purposes only and is not legal advice. Please consult a legal professional before finalising agreements.

Contracts during a collaboration

A major challenge in research collaboration projects is their multidisciplinary nature, which requires partners with different goals, methods, and cultures to work together. Each partner may have unique interests, such as advancing research or commercializing products. For example, universities and research organizations aim to publish their findings, while businesses focus on gaining a competitive edge and growing. Publishing too early without protection can harm commercial interests and intellectual property, which is important for business partners.

Sharing and obtaining knowledge openly is key to driving innovation and collaboration. This openness is crucial because no one has a monopoly on invention. However, the emphasis on Open Innovation and Open Science in EU-funded projects brings challenges. Managing knowledge and protecting intellectual property becomes more complex in these multi-partner environments. Balancing individual and shared business strategies is essential for creating impactful and mutually beneficial innovation.

To ensure successful partnerships in research collaborations, a well-planned strategy using contracts and agreements can align and protect the interests of all partners. Here’s a suggested approach that stages agreements at critical points to guide partnerships toward their goals:

Collaboration Phases

Initiation Phase: Setting the Collaboration Framework

The initiation phase marks the beginning of collaboration discussions, where potential partners start to explore the possibilities of working together. This phase focuses on setting the groundwork for the collaboration by establishing the basic terms, goals, and mutual expectations of all parties involved. At this stage, no detailed work or technology transfer is conducted, but rather, the partnership framework is outlined to ensure that all parties are aligned before entering into more formal agreements.

Key agreements in the Initiation phase typically include:

Non-Disclosure Agreement (NDA)

About

A non-disclosure agreement (NDA), or confidentiality agreement, is a legally binding contract where one party (the disclosing party) shares confidential information with another party (the receiving party), who agrees not to disclose it, or not to use it for any purposes other than those specified in the agreement. NDAs can be one-way, where only one party discloses information, or mutual, where both parties share confidential information.

It's advisable to enter into an NDA before negotiating license agreements or R&D projects and when discussing innovative ideas or technologies with potential partners. The best time to sign it is at the beginning of the outset of collaboration project negotiations, even before submitting a proposal.

Key Clauses:

• Definition of Confidential Information: It is the description of what information is to be kept confidential under the agreement. Besides, this clause usually contains a description of the concrete information to be excluded from the confidential information definition.
• Obligations of Parties and Permitted Purpose: Specify the responsibilities of each party to protect the confidential information, including restrictions on sharing and using the information. It is possible to widen the permitted purpose at a later stage but not to narrow the restriction on the use of the confidential information
• Exclusions from Confidentiality: Outline what is not considered confidential, such as information already in the public domain or independently developed by the receiving party.
• Duration & Permitted Use: Define the duration of the confidentiality obligation, both during and after the termination of the NDA. Define the specific purpose for which the confidential information can be used.
• Return or Destruction of Information: Include clauses regarding the return or destruction of confidential information upon termination of the NDA.

Agreement template resources

In this section, you can find NDA templates that could be used for specific collaboration cases and tailored to the needs of each case.

• IPAG, a project by "Universities Austria" with support from Austria’s National Contact Point for Intellectual Property and federal ministries, provides model agreements to streamline knowledge and technology transfer. Developed collaboratively by Austrian universities and companies, these agreements are available in English and German and include WIPO Mediation and Expedited Arbitration options for dispute resolution.
  • IPAG Unilateral Confidential Agreement: This is a one-way confidentiality agreement, such as in the case of contract research, where the industry partner is the primary discloser of confidential information, with the RI mainly using this information for research or testing. Access the IPAG Unilateral Confidential Agreement here.
  • IPAG Multilateral Confidential Agreement: This is designed for two-way or multi-party collaborations, where parties (such as different RIs or RPO, industry partners, or governmental bodies) need to share confidential information. It is suitable for both academic and industry contexts. Access the IPAG Multilateral Confidential Agreement here.
  • IPAG Short Confidential Agreement: This is a simple and short confidentiality agreement, that can be used at preliminary stages where limited, non-critical information is exchanged and a quick confidentiality measure is sufficient without committing to a full-length NDA, allowing partners to engage in initial talks without delays. Access the IPAG Short Confidential Agreement here.
• Mutual Non-Disclosure Agreement - European Commission (europa.eu): The European Commission has designed a mutual NDA developed by the European Commission, suitable for projects within the EU framework or those involving EU-based organizations. It could be used for early discussions regarding future collaboration of a specific European-funded project, or before submitting the proposal for a collaborative project or to evaluate alternatives for partnerships. Access the Mutual Non-Disclosure Agreement here.
• One-way Non-Disclosure Agreement, IPO, UK and Mutual Non-Disclosure Agreement, IPO, UK: These are one-way and mutual confidentiality agreement templates provided by the Intellectual Property Office (IPO) in the UK. They are suitable for both academic and industry contents, simpler compared to the respective IPAG or European Commission NDAs, but they are aligned specifically with UK legal standards, which could affect specific terms such as those related to intellectual property (IP) rights, data protection, and dispute resolution. Access the IPO Non-Disclosure Agreements here.

Other relevant resources

• European IPR Helpdesk Fact Sheet Non-Disclosure Agreement: The European IPR Helpdesk provides this guide to help organizations understand, draft, and apply NDAs effectively, particularly in business and research contexts. Access the European IPR Helpdesk fact sheet here.

Memorandum of Understanding (MoU)

About

A Memorandum of Understanding (MoU) is a formal document that outlines the terms and conditions of a partnership or collaboration between two or more parties. It serves as a framework for negotiations and cooperation, detailing the intentions, responsibilities, and expectations of the involved parties. While MoUs are typically non-binding, they provide a clear understanding of the shared goals and objectives of the collaboration and help delineate protocols for communication, information exchange, confidentiality, reporting, and the terms for modifying or terminating the agreement.

Best time to sign it is at the beginning of the outset of collaboration project negotiations, even before submitting a proposal.

Key Clauses:

• Purpose and Scope: Describe the purpose of the MoU and the scope of the potential collaboration.
• Roles and Responsibilities: Outline the roles and responsibilities of each party during the exploratory phase.
• Duration: Specify the duration of the MoU and conditions for renewal or termination.
• Confidentiality: Include provisions for the protection of any confidential information exchanged.
• Intended Outcomes: State the expected outcomes or goals of the collaboration.
• Non-Binding Nature: Clearly state that the MoU is non-binding and does not create legal obligations, except for confidentiality and other specific clauses as agreed.

Examples where an MoU could be useful:

• Intention to collaborate on an R&D collaborative project either within academia, partnering with industry, or cross-sector: It outlines shared goals, roles, initial resources, IP expectations and confidentiality terms for a joint research project. Sets the groundwork for minimizing bureaucratic steps before formal collaboration agreements.
• Intention to jointly submit for funding opportunities: Establishes terms and responsibilities for multiple partners intending to apply for a grant or funding, coordinating roles in the proposal process.
• Intention for a facility sharing or service provision: When a RI plans to provide specific services (e.g., data analysis, testing, or equipment use) to another institution or company, an MoU can clarify the initial intentions and scope. In case of a facility sharing, an MoU can be used to set initial access and usage terms for shared labs or equipment between RIs or RPOs.
• Intention for an academic-industry knowledge exchange: Formalizes the intention to collaborate on training, workshops, or knowledge transfer activities between academia and industry.
• Intention to build a professional network: Provides a structure for organisations to join forces in building a network for a specific scope, defining mutual objectives, contributions, and governance while keeping the commitment non-binding.

An example of a MoU to build a network:

• The ENRIITC project MoU among RIs and ILO managers to sustain the ENRIITC Network: Access the ENRIITC MoU here.

Agreement template resources

• Example of MoU before submitting a proposal: Access the MoU here

Planning Phase: Defining Roles and Responsibilities

The planning phase in a collaboration is crucial for ensuring that all parties involved in the collaboration understand their roles, contributions, and the overall objectives of the partnership. Once the goals, resources, and potential benefits are identified, the next step is to formalize these details in legally binding agreements.

Collaboration agreements, or collaborative research agreements, are established between two or more parties aiming to jointly develop and potentially commercialize new technologies or services. These agreements are legally binding and they outline each party’s contributions—resources, background IP, and expertise—while setting a legal framework for IP ownership, access rights, risk-sharing, and commercialisation terms.

A successful collaboration must be mutually beneficial, grounded in a win-win approach where all participants gain from the work involved. Therefore, it is essential to dedicate time and effort to carefully prepare the terms that need to be tailored to specific partnerships.

Below, we provide resources and templates to support the drafting of collaboration agreements across different collaboration models, as outlined in the Innovation Collaboration Models section, during the planning phase of a collaboration. Agreements relevant to the Commercialisation Pathways models, which may emerge from successful collaborations, can be found in the Commercialisation & Technology Transfer section.

Collaboration Model A1: Intra-RIs co-development

About

This is the case where academic institutions such as RIs, RPOs, or universities partner in collaborative research projects for technology or services development.

Agreement template resources

• The WIPO model agreement: Collaborative Research Agreement between Research Organisations: The World Intellectual Property Organization’s (WIPO), as part of the WIPO IP Toolkit for Academic and Research Institutions, has created several model agreement templates, including the Collaborative Research Agreement between Research Organisations, where new intellectual property might be created by each of them separately or jointly. This agreement template is not specific to a government agency-funded project, but instead it could be used in cases where a collaboration does not need any research funds allocation, but agreeing on the objectives and IP is still essential, or it could be the case that research funds and resources are transferred from one partner to another. Find the template and supporting guidelines here: WIPO model agreements and guide
• The EU Consortium Agreement: Consortium-based research collaborations are used when multiple entities are needed to contribute to a research program that receives government funding, such as the European Union or other regions and countries. The collaborating entities pool their assets, including background IP. Commercialization of the result is achieved by giving the commercial participants access to the research results. Templates for these research consortium agreements are available from the EU or other funding sources.
  The EU provides the DESCA Model Consortium Agreement, which is designed to be used in Horizon Europe-funded projects, but could be easily tailored for all consortium-funded projects. Access the DESCA Model Consortium Agreement Guide here.

Collaboration model A2: Industry-RIs co-development

About

This is the case where academic institutions such as RIs, RPOs or universities can partner with Industry for technology or services co-development projects.

Agreement template resources

• The WIPO Model Agreement: Collaborative Research Agreement with Company: This agreement may be used where a research organisation and a company will each conduct research directed to a common goal, and where new intellectual property might be created by each of them separately or jointly. Access the WIPO model collaborative research agreement here.
• The IPAG Agreement R&D Cooperation Model Agreement: This agreement provides more detailed options for IP rights, distinguishing between Background (pre-existing IP) and Foreground (newly created IP). It includes mechanisms for exclusive and non-exclusive licensing, rights of first refusal, and specifies IP ownership with flexibility for industrial applications. This structure is more oriented toward managing IP in industry-research collaborations with potential commercialization in mind. Access the IPAG R&D cooperation model agreement here.
• The Lambert Toolkit: The Lambert Toolkit is a resource designed to facilitate research collaborations between universities and industry in the United Kingdom. Developed by the UK Intellectual Property Office (IPO), it provides model agreements and guidance for managing intellectual property (IP) in collaborative research.
  • The Lambert model agreements are designed for different types of collaborative research scenarios between academia, such as:
  • Model Agreement 1: The company receives full ownership of IP arising from the project.
  • Model Agreement 2: The university retains ownership but licenses the IP to the company for commercial purposes.
  • Model Agreement 3-5: Varied IP ownership and licensing arrangements to address specific needs, including joint ownership options.

All models and a decision guide can be found here:

University and business collaboration agreements: model research collaboration agreements - GOV.UK

University and business collaboration agreements: decision guide - GOV.UK

Collaboration model A3: Mixed partners co-development

About

This is the case of a partnership between diverse partners such as RIs, industries, governmental bodies, or non-profit organizations that jointly work to develop new or existing technologies and services.

Agreement template resources

• The EU Consortium Agreement : For funded projects, the DESCA Model Consortium Agreement is a good template that could be further tailored to the specific project. Access the DESCA Model Consortium Agreement here.
• The IPAG R&D Cooperation Master Agreement: this is a legal framework model agreement developed to support R&D collaborations involving multiple partners, such as universities, research institutions, and private companies. Created under Austria’s Intellectual Property Agreement Guide (IPAG) project, the agreement is designed to help partners clarify intellectual property (IP) rights, responsibilities, and contributions within collaborative projects. It has been promoted by the World Intellectual Property Organization (WIPO) as part of their commitment to facilitating global R&D partnerships. Access the IPAG R&D cooperation master agreement here.
• The Lambert Consortium Agreements: The Lambert toolkit suggests four model consortium collaboration agreements for universities and companies that wish to undertake collaboration research projects together. For partnerships involving entities with different motivations (e.g., public research vs. commercial development).
  Agreements like A and D could be particularly relevant, as they allow each partner to retain ownership over their IP while permitting limited sharing and optional licensing arrangements.
  Models B and C may also be used if centralized IP control or specialized exploitation arrangements are preferred.
  Access the Lambert consortium agreements here.

Collaboration model B1: Industry-Single RI development

Industry as a user: the downstream business model

About

In this model, industry approaches an RI with a specific problem or innovation need that requires the specialized expertise, resources, or facilities only the RI can provide.

This is the case where the collaboration could use the contact research approach, where a company will pay a full commercial fee for specified research to be performed using an RI/RPO facility, and the company expects to own all the intellectual property arising from the research. There are cases, however, where terms can allow right for academic research and or publications, or cases of a co-solution where a joint IP ownership is needed.

Agreement template resources

Find relevant model agreements following this collaboration approach as below:

• WIPO model agreement-Contract research Agreement: This agreement may be used where a company will pay a full commercial fee for specified research to be performed using university facilities, and the company expects to own all the intellectual property arising from the research. Access the WIPO contract research model agreement here.
• The Lambert model agreements:
  • Model Agreement 5: Contract Research: The company owns the results, and the institution does not have the right to use the results for academic and research purposes. Academic publication is not permitted unless the company permits it.
  • Model Agreement 6: Knowledge Transfer Partnership: A researcher (could be a PhD studentship) carries out the project and the company owns the results. The institution has the right to use the results for academic and research purposes. Academic publication is permitted.
  • Model Agreement 4: The company owns the results, and the institution has the right to use the results for academic and research purposes. Academic publication is permitted.
  • Model Agreement 4A: Joint Ownership Agreement: Each party has the right to exploit certain of the results created in the course of the project and takes an assignment of the results which it has the right to exploit. The institution has the right to use the results owned by the company for academic and research purposes, and the company has the right to use the results owned by the institution for research purposes.
    Access the Lambert contract research model agreements here.

Collaboration model B2: Single RI-Industry development

Industry as a supplier: the upstream business model

About

In this model, the RI initiates the collaboration, reaching out to an industry partner when it identifies a promising innovation need or technology that requires industry support to be scaled, validated or commercialized. This collaboration is often rooted in the RI’s expertise and preliminary R&D findings, where industry involvement is essential to increase TRL or deploy the technology at a commercial level.

Agreement template resources

Model agreement templates that could support the above approach to draft a collaboration agreement are below:

• The WIPO Model Agreements of a Sponsored Research: WIPO model agreements and guide
  • The sponsored research agreement is usually the case where the RI/RPO receives funding to support the research in return for preferential access and/or rights to IP deriving from the research results. Contrary to collaboration agreements, the sponsor does not necessarily participate in research activities and may not be interested in the commercialization of the results.
  • This agreement can be used in the upstream business model where the industry can be the sponsor by supplying specific technological parts or facilities for validation in order to increase the TRL of a specific technology or service.
• The Lambert model agreements: Model agreement 4A, Joint ownership agreement: Each party has the right to exploit certain of the results created in the course of the project and takes an assignment of the Results which it has the right to exploit. The Institution has the right to use the results owned by the company for academic and research purposes and the Company has the right to use the results owned by the Institution for Research Purposes. Access the Lambert model agreement 4A here..
• The IPAG Agreement R&D Cooperation Model Agreement: This agreement provides more detailed options for IP rights, distinguishing between Background (pre-existing IP) and Foreground (newly created IP). It includes mechanisms for exclusive and non-exclusive licensing, rights of first refusal, and specifies IP ownership with flexibility for industrial applications. This structure is more oriented toward managing IP in industry-research collaborations with potential commercialization in mind. Access the IPAG  R&D cooperation model agreement here.

Execution Phase

The execution phase of a collaboration is where the research and development activities take place, and the focus shifts to achieving the goals set during the planning stage. It is also the phase where materials and resources are exchanged, and facilities are accessed to carry out collaborative research.

Key agreements during this phase are:

• Material Transfer Agreement (MTA)
• Facility Access/Visitor Agreements

Material Transfer Agreement (MTA)

About

MTAs are used when exchanging tangible materials between parties to secure the IP rights of the material provider against possible disclosure by the recipient party. The material exchanged can take many forms, such as samples, chemical compounds, biological materials, prototypes, software, etc. It could also be patented materials transferred through a license.

Generally, such a transfer occurs during feasibility studies for compatibility matters, research activities on the material in R&D partnerships, provision of samples or prototypes to future clients for trials, etc.

Key elements:

• Clearly define the material(s) transferred.
• Establish the limitations on how the recipient can use the transferred material(s).
• If the transferred material(s) is (are) subject to further improvements or research, define the ownership of the results and access rights.
• Set forth the confidentiality obligations.
• Define the length of the agreement.

Agreement template resources

• The WIPO Model Agreements - Material Transfer Agreements: The agreements can have different ways of defining intellectual property ownership depending on the agreed purposes of the transferred material. WIPO model agreements provide templates and a guide for the two main types: academic and commercial material transfer agreements. Access the WIPO model material transfer agreements here.
• The IPAG Material Transfer Agreement: This template provides options for different IP clauses. Access the IPAG material transfer agreement here.

Facility Access / Visitor Agreements

About

Facility access and visitor agreements are crucial during the development phase of a collaborative project, providing structured access to specialized labs or equipment. Agreements may be updated as project needs evolve or new personnel are added.

This type of agreement is specifically tailored for collaborative projects where facility access is integral to the research partnership but does not constitute a standalone service offering.

Key elements to consider:

• Purpose of Access and Scope of Collaboration: Clearly define the purpose for which the facility is being accessed within the context of the collaboration. This may include specific measurements, equipment calibration, or joint research activities.
• Access and Use Rights: Define who is accessing the facility and under what conditions. Outline which facilities and equipment can be accessed, any usage restrictions, scheduling, and operational limitations.
• Roles and Responsibilities: Outline each party's obligations, including the responsibilities of the facility provider (such as maintenance, preparation, and availability of equipment) and the collaborator's duties (such as compliance with operating procedures, safety protocols, and resource conservation).
• Intellectual Property and Data Rights: Define ownership, access, and usage rights for any data or intellectual property generated through facility use
• Health, Safety, and Compliance Requirements: Specify safety protocols, regulatory compliance, and any required training for accessing the facility.
• Confidentiality and Security: Include provisions for confidentiality and secure data handling, ensuring both parties protect sensitive information.
• Financial Arrangements: Clarify if there are any costs associated with facility use that are not covered under the collaboration agreement.
• Liability and Indemnity: Address liability for damages, accidents, or losses resulting from facility use, specifying how risks are shared. This section also typically includes indemnity clauses to protect both parties.
• Term, Renewal, and Termination: Define the duration of the facility access within the project timeline, with options for renewal or early termination conditions.
• Compliance with Project Agreement: To avoid contradictions, this Access and Use Agreement should align with any overarching project or collaboration agreement (e.g., consortium or partnership agreement) that sets broader terms for the partnership.

Other relevant resources:

• European Charter for Access to Research Infrastructures-Principles and Guidelines for Access and Related Services (2016). Access the guidelines here.
• Revised Charter for Access to Research Infrastructures to foster open science, innovation, and research security - European Commission (2024). Access the PDF here.

Commercialisation & Technology Transfer Phase

The technology transfer phase is the final stage in the collaboration journey, where the outcomes of the collaboration are translated into tangible products, services, or solutions that can be brought to the market. After a successful collaboration, many commercialization opportunities may arise. By translating research output into commercial applications, ENVRIs can not only enhance their research impact but also contribute to the development of innovative solutions that address industry needs, societal challenges, and market demands.

Below are three key commercialization pathways ENVRIs may explore after a successful collaboration:

1. Service Provision
   ENVRIs can provide access to their advanced technologies, research facilities, and expertise to partners such as industry, government agencies, and other research organizations. This pathway involves offering services directly based on the research infrastructure's capabilities and expertise, such as:
   • Providing access to scientific data processing and analytics.
   • Offering access to specialized research facilities for product testing or prototyping.
   • Delivering knowledge transfer and consulting services to help partners apply research findings to real-world challenges.
2. Licensing
   Licensing intellectual property (IP) allows ENVRIs to grant external partners the right to use developed technologies for commercial purposes. This pathway can involve licensing technologies, methodologies, or software created during the collaboration, enabling companies to integrate them into their products or services. Licensing agreements provide ENVRIs with revenue while enabling partners to bring these innovations to market.
3. Spin-Offs
   When the research output has significant commercial potential, ENVRIs may establish spin-off companies. These independent companies focus on commercializing the technologies or other results developed within the collaboration. Spin-offs offer a dedicated vehicle for taking innovations to market and scaling them for wider application.

More details on the process, model agreements and templates to be used for each one of these commercialization pathways can be found in the Technology Transfer section of the Innovation Resources Toolbox.