04 January 2006

Joint Ventures: Lambert Model Agreements

In his report on Business-University Collaboration, Richard Lambert (who is no relation) recommended among other things a series of model agreements to govern research between business and universities. In the light of Cyprotex Discovery Ltd v University of Sheffield [2004] EWCA Civ 380 (1 April 2004) there can be no doubt that something of that kind is needed. Accordingly a working party was set up to draft these precedents and I actually attended one of its meetings at the Chartered Institute of Arbitrators as one of the representatives of the Institute.

Those precedents are now on the DTI website together with guidance notes and a nifty little tool to help parties decide which agreement is closest to their needs. The agreements covered by the working party are as follows:

Agreement 1: Sponsor has non-exclusive rights to use in specified field/territory; no sub-licences.
University keeps IP.


Agreement 2: Sponsor may negotiate further licence to some or all University IP University keeps IP.

Agreement 3: Sponsor may negotiate for an assignment of some University IP. University keeps IP.

Agreement 4: University has right to use for non-commercial purposes. Sponsor gets IP.

Agreement 5: Contract research: no publication by University without Sponsor's permission.
Sponsor gets IP.


I have read through these briefly and they seem to be pretty well drawn. They could be used for other types of joint venture agreements such as where a software house and its customer develop some new applications.

The working party thought that it would be helpful to publish the following precedents which should appear shortly:

- sample patent and know-how licence
- sample patent assignment
- sample non-disclosure agreement
- sample materials transfer agreement
- sample consultancy agreement
- sample confidentiality notice
- sample equipment loan agreement
- Russell Group studentship agreement
- consortium agreement.


If anyone was wondering, the "Russell Group" is an association of 19 university principals who met at the Hotel Russell in 1994. They include Oxford, Cambridge, Manchester, Imperial and the LSE but not St Andrews whose alumni include one King of England (James I) and another in training (Prince William), Durham, QMC, Brunel, Strathclyde, Aberdeen or York. Their website is at http://www.russellgroup.ac.uk/index1.html if anyone wants to check it out.

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