5.5 - Multi-party Collaboration Agreement

The Multi-party Collaboration Agreement is for multi-party research and development projects between universities and companies.

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When should it be used?

  • For research and development projects of any value or risk between multiple (three or more) collaborators and universities
  • Where one or more parties are providing funding for the project
  • Where one or more parties are either private sector entities or Commonwealth Entities

When should it not be used?

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 Multi-party Collaboration 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 multi-party research agreement may take at least three months to negotiate and sign, often longer, depending on the complexity of the proposed project and the number of parties. 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 Multi-party Collaboration Agreement. Understanding your own key considerations, as well as those of the other parties, will help you to negotiate a fair and reasonable agreement that works for all parties.

Key points Multi-party Collaboration Agreement Provision University/Universities Collaborator/Collaborators
Details of the Project
  • A clear plan for the research project describing the aims, what work will be undertaken, by whom, and the expected Project IP (including any reports)
  • Where milestones are included, a clear definition of what these are and what is needed to meet each milestone and the associated timelines
  • What confidential information will be exchanged
  • Be clear and realistic in what can be achieved, when and what the expected results are
  • Ensure that any risks and uncertainties are clearly articulated
  • Ensure any milestones are realistic and achievable, particularly if funding is contingent on achieving these milestones.
  • Be clear on what information is considered confidential to each party
  • Ensure you know what will be delivered through the Project and what the risks and uncertainties are
  • Ensure that the funding is linked to suitable progress with the research
  • Be clear on what information is considered confidential to each party
Project Funding
  • A detailed breakdown of the funding that will be provided by the parties and when payments will be made, and if these future payments are contingent on meeting earlier milestones
  • Details of any in-kind contributions
  • Identify any third party funding being used for the Project and any associated obligations
  • Ensure all costs and contingencies in the research are covered through the funding
  • Be clear on your liabilities if a 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
Project Management
  • Having a clear project management structure is critical in multi-party research projects
  • A Governance Committee structure is used in the template to ensure all appropriate parties have the ability to direct the project and be kept informed of progress
  • Check that any third party funding terms that relate to the project are reflected in the project’s governance to ensure that this complies with those funding obligations
  • Unless specified in the Project Plan, decisions by the Governance Committee need to be unanimous (other than when one party is in default)
  • Ensure the membership and remit of the Governance Committee is clear and that you understand how decisions relating to the project and reporting will work
  • The aim should be to keep all parties appropriately informed of progress and involved in all major decisions relating to the Project, without this becoming over-burdensome
  • Ensure the membership and remit of the Governance Committee is clear and that you understand how decisions relating to the project and reporting will work
  • The aim should be to keep all parties appropriately informed of progress and involved in all major decisions relating to the Project, without this becoming over-burdensome
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
  • The agreement provides two models for IP ownership:
    • Model 1 – one party owns all Project IP generated or selected parties own specific components of the Project IP generated
    • Model 2 – all parties own the Project IP they generate. This may give rise to joint IP if more than one party works to create the same component of the Project IP.  It is recommended that Model 1 be used in most instances, in order to identify the owner(s) of the IPRs in the Project IP.  
  • Each of the proposed models for IP ownership has their advantages and disadvantages and each party should carefully consider which model works best and will best support commercialisation of the Project IP
  • If one party is agreed to be best placed to lead commercialisation then that party owning the Project IP would be the preferred option
  • Each of the proposed models for IP ownership has their advantages and disadvantages and each party should carefully consider which model works best and will best support commercialisation of the Project IP
  • If one party is agreed to be best placed to lead commercialisation then that party owning the Project IP would be the preferred option
Use of the Project IP (for internal use)
  • Defining the scope of the internal uses the Collaborators have rights to the Project IP for (defined as the Purpose in Schedule 3). As a default position, each party will have a non-exclusive, free licence to use the Project IP internally for the activities that fall within their specific Purpose
  • Different collaborators may have different Purposes
  • Be clear on a suitable field of use for each of the Collaborators to use the Project IP of the Project in their respective internal research. This is usually confined to their active or expected research areas and may be different for different Collaborators
  • Ensure any restrictions to your Pre-existing IPR and the rights that you can grant to them are clear to the other parties before the Project starts
  • Ensure you have the rights you need to fully use the Project IP internally
  • Ensure any restrictions to your Pre-existing IPR and the rights that you can grant to them are clear to the other parties before the Project starts
Use of the Project IP (commercialisation)
  • As a default, each party has the first right to commercialise the Project IP that it owns unless the parties agree otherwise
  • The parties have an option to negotiate a licence to commercialise Project IP owned by another party(ies)
  • Be clear that the agreed IP ownership model and the mechanism to commercialise the Project IP will ensure that the University’s Project IP is commercialised through the most appropriate party(ies), including through licensing to third parties if required
  • If a Collaborator owns the Project IP, ensure it takes adequate steps to commercialise the Project IP
  • Ensure you have a right to negotiate further commercialisation rights if these are likely to be needed to commercialise Project IP owned by other parties 
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 each party for the Purpose
  • Ensure the Collaborators are 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 Collaborators a licence for them to use the Project IP. This should be listed in the table in Schedule 3, section 5.3. This is very important as the Collaborators otherwise could have a free licence to your Pre-existing IPR for them to use the Project IP internally
  • If a 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 you know what restrictions might impact on your freedom to use the Project and what additional licences might be needed either for internal research use or for commercialisation
  • Ensure the Collaborators are aware of your Pre-existing IPR that you will be using in the Project
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 all parties are 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 Collaborators
  • Ensure you know what restrictions might impact on your freedom to use the Project IP before the Project starts
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 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 other parties that it will have no rights to these
  • Ensure you know what Research Tools are planned to be used in the Project and that you will not have rights to these
Liability
  • The financial limit of liability that each party will have arising from the Project, except for those situations that are specifically uncapped or cannot be limited by law
  • Generally, this should be a multiple of the Fee paid – for example twice the Fee – or might be agreed to align with the organisation’s insurance limits
  • The limit may be different for different parties
  • Generally, this should be a multiple of the Fee paid – for example twice the Fee – or might be agreed to align with the organisation’s insurance limits
  • The limit may be different for different parties
Indemnity
  • The template includes an indemnity from each party to the other parties that use of their IPR for the Project and/or 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 you can give an indemnity to cover the other parties’ use of your IPR or your 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
  • Very carefully consider whether you can give an indemnity to cover the other parties’ use of your IPR or your 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
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
  • 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
Governing law State or Territory
  • The agreement allows the parties to decide on the most appropriate governing law and also the venue for any alternative dispute resolution
  • This recognises that different parties may be in different States
  • If the choice of governing law is not your home State/Territory, ensure you are aware of any additional costs/obligations that agreeing to another State or Territory law may impose
  • If the choice of governing law is not your home State/Territory, ensure you are aware of any additional costs/obligations that agreeing to another State or Territory law may impose