When should it be used?
- The collaborator and university wish to undertake a specific research project using the university’s research expertise
- The collaborator is funding the project (in full or in part)
- The collaborator is an Australian entity
- The project is agreed by the parties to not to be high risk
When should it not be used?
- An Accelerated Research Agreement is only recommended when both parties decide that the project is lower risk and that the Accelerated Research Agreement is appropriate. If you cannot agree, the Standard Research Agreement is recommended
- For projects where there are multiple academic and/or commercial partners, use the Multi-party Research 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 low/medium risk?
The factors that should be considered by the parties when determining if a project is low/medium risk are as follows:
- Is the value of the project less than $250,000? For most lower value projects, the Accelerated Research Agreement will be appropriate, and will streamline the process of negotiating and finalising an agreement, which can otherwise be costly and time consuming for both parties. However, if the risks in the project are high and/or specific risks are identified, then the Standard Research Agreement will be more suitable, for example if:
- the parties agree to include an indemnity
- one party is a foreign entity
- the project is complex (for example, in terms of the technical work being performed)
- the proposed intellectual property arrangements (for example, multiple types of intellectual property being licensed with different licensing approaches)
- there are existing arrangements in place between the parties (for example, joint venture arrangements)
- 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?
If the internal assessment indicates a low to medium risk for the project, then the Accelerated Research Agreement would be appropriate. This risk assessment may also be used to determine an appropriate liability cap for the agreement, based on the assessed level of risk. For the Accelerated Research Agreement, the liability cap would generally not exceed $250,000. If the proposed liability cap is higher than $250,000, the Standard Research Agreement may be more appropriate
- Are indemnity or warranty provisions needed? If one or both parties require indemnity and/or warranty provisions, then it is recommended that a Standard Research Agreement is used, as this includes more comprehensive warranties and an indemnity clause that can be customised as required
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 an Accelerated Research Agreement.
There may be situations where one or other of the parties has to comply with different standards that will also need to be applied to the other party (for example, with respect to privacy laws). In these circumstances, the standard provisions may need to be adapted or added to.
Discussing and understanding each party’s needs and concerns up front will help you reach an agreement quickly and 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 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 based on the template.
This template is provided as part of the Accelerated track and it is expected that this can be used for low-risk projects to minimise negotiation time and costs.
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 Accelerated 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 |
Accelerated 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. The Collaborator will have a licence to use the results from the Project. If the Collaborator requires specific tangible material from the University to use the Project IP, it may be appropriate to use a Material Transfer Agreement
- Where milestones are included, a clear definition of what these are and what is needed to meet each milestone and the associated timelines
- Who the key personnel are that will manage and deliver the Project
- What confidential information will be exchanged
- The frequency of meetings
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- 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 milestones are realistic and achievable (e.g., the provision of a report on the results by a certain date). For low-risk research projects, technical development milestones linked to progress are generally not required and not appropriate
- Be clear on what type of information is considered confidential to each party and list this in the agreement
- Ensure the collaborator is kept appropriately informed of progress and involved in all major decisions relating to the Project, without this becoming over burdensome
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- 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 if milestones are included
- Be clear on what type of information is considered confidential to each party and list this in the agreement
- 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
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| 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
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- 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 incorporates 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 protect 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
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- 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
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| 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
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- Ensure the Collaborator is aware of any restrictions that might apply to the outputs from the Research from Third Party IPR you will use in the Project
- If the parties need to use Third Party IPR that is not identified at the start of the Project, the parties can amend the Agreement
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- Ensure the industry partner knows what restrictions might impact on its freedom to use the Project IP before the Project starts
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| Use and Commercialisation of IPRs in the Project IP |
- If the University owns the Project IP, defining the scope of the internal uses the Collaborator has rights to the Project IP for (defined as the Purpose). As a default position, the Collaborator will have a non-exclusive, free licence to use the Project IP internally for the activities that fall within the Purpose. This is usually confined to their active or expected research areas
- Details of any Pre-existing IPR being used in the Project and whether there are any restrictions on their use. Rights to this Pre-existing IPR are otherwise assumed within the licence granted to the Collaborator for the Purpose
- As a default, the Collaborator has an additional right to negotiate a commercialisation licence to the Project IP
- If the Collaborator is the owner of the Project IP, the University’s rights to use the Project IP should include as a minimum rights for research and teaching
- If the Collaborator is the owner, the University will have a right after the Commercialisation Option Period 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
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- When the University is the owner, be clear on what rights the Collaborator will have to use the Project IP internally and whether they will also have a right to negotiate further rights to commercialise the Project IP
- 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 the project builds on significant Pre-existing IPR, the Standard Research Agreement may be more appropriate
- 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
- If the Collaborator owns the Project IP, and the Collaborator has not taken adequate steps to commercialise the Project IP, decide if it is appropriate that you take over commercialisation via a licence
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- 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 where this is dependent on Pre-existing IPR
- Where the industry partner is not the owner, have a right to negotiate further commercialisation rights if these are likely to be important/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
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| Project Funding |
- A detailed breakdown of the funding that will be provided by the Collaborator and when payments will be made
- 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
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- Ensure all costs and contingencies in the research are covered through the funding
- Ensure all in-kind contributions are documented and you can deliver these
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- Be clear on your financial liability and when payments will be due
- Ensure all in-kind contributions are documented and you can deliver these
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| 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
- The template does not include an indemnity. If this is important, for example, for the University where the industry partner owns the Project IP and is commercialising these, the parties should consider using the Standard Research Agreement
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- Generally, this should be limited to the level of project funding received or a multiple of that funding – or might be agreed to align with the organisation’s insurance limits
- The limit will usually be the same for both parties except where it is agreed that one party is taking on a higher risk than the other
- If a liability cap above $250,000 is required, the Standard Research Agreement may be more appropriate
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- Generally, this should be limited to the level of project funding paid or a multiple of that funding – or might be agreed to align with the organisation’s insurance limits
- The limit will usually be the same for both parties except where it is agreed that one party is taking on a higher risk than the other
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