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Guidance
Lambert toolkit
From:
Intellectual Property Office
First published:
27 June 2014
Part of:
IP for universities: guidance, tools and case studies
The Lambert toolkit is for universities and companies that wish to undertake collaborative
research projects with each other.
Contents
1.
2.
3.
4.
5.
6.
7.
8.
Overview
Key elements of the Lambert model agreements
The outlines
Joint ownership
Model research collaboration agreements
Decision guide
Model consortium agreements
Guidance notes
9. Useful resources
10. History of the Lambert Working Group on IP
11. Contact the Lambert Working Group
12. Lambert materials and copyright
13. See more like this
Overview
We have created this toolkit for universities and companies that wish to undertake collaborative
research projects with each other. The toolkit consists of:




a set of 5 model research collaboration (one to one) agreements
4 consortium (multi-party) agreements
a decision guide
guidance documents
The Lambert Working Group on Intellectual Property (IP) prepared the toolkit.
The objectives of the toolkit are to:



facilitate negotiations between potential collaborators
reduce the time and effort required to secure agreement
provide examples of best practice
Key elements of the Lambert model agreements
The key elements of the Lambert agreements are:



the ownership and rights to use the results of the project
the financial and other contributions made by the commercial sponsor
the university’s use of the results for academic purposes
These are the focus of the decision guide for the research collaboration agreements and also
apply to the consortium agreements.
Considering your position in these areas should help you to identify which of the model
agreements to use as a starting point.
Results of the project
The outcome of most projects will be the IP in the results.
The model agreements also cover applying for a patent to protect any patentable invention that
results from the project.
Ownership of the IP and the rights to use that IP in the results of the project are key elements of
the model agreements. Anyone wishing to use the results will have to get the permission
(licence) of the owner. The owner, in turn, will expect to make a return from the exploitation of
the IP.
A licence or right to exploit may be limited in many ways; for example, it may be limited to use
in a particular area or field of technology.
The licence or right to exploit may be limited to a particular geographical market, for example,
the US or European market.
Sometimes the right to use may be exclusive, giving only one party the right to exploit the IP, or
non-exclusive, allowing more than one party to exploit it.
Benefits from ownership of IP
The ownership of the IP and the right to use it are important considerations because they can
confer a competitive advantage.
Where the results of a project enable the creation of a product with unique characteristics that is
attractive to customers, ownership of the IP, or the exclusive right to use it, provides protection
for the investment made in developing the product and taking it to market.
The ownership of the IP and right to use it are becoming increasingly important to universities in
the UK as the government seeks a greater return on the monies invested in publicly-funded
research. The right to use IP may also be important to future research at the university, and to the
university fulfilling its charitable objectives. Equally knowledge transfer and the engagement of
universities with industry is acknowledged to be important to the economy of the UK and
Europe.
It is clear from the above that ownership of IP in the results of the project and the rights to
exploit it will be one of the key elements of any research collaboration agreement. The potential
value of such ownership and rights will vary according to the nature of the IP, the nature of the
rights and the market for its exploitation. For the same invention, an exclusive right to exploit it
worldwide in any field will be worth more than a non-exclusive right to exploit it limited to a
particular field of use and/or a limited geographical market.
Financial contribution from the commercial ‘partner’
The assumption underpinning the 5 model research collaboration agreements is that the
commercial ‘partner’ will seek greater or further rights to exploit the results in situations where it
has made a greater contribution, be it financial or other or both, to the collaborative project.
Where the commercial ‘partner’ needs full ownership of the results for commercial reasons, the
university may agree to this. But the cost to the commercial ‘partner’ will be greater than where
the results are of less immediate commercial importance or interest to the sponsor.
For example, where the project is more speculative in nature, or has implications for future
research at the university, the financial contribution of the commercial ‘partner’ will be lower
and the rights to use and exploit the IP granted by the university will be more limited.
Maximising innovation and finding a workable compromise
The aim of the model agreements is to maximise innovation. The cornerstone of the 5 model
research collaboration agreements is that, at the least, a commercial sponsor should have the
right to use the results on a non-exclusive basis so as to promote the use of the results and
therefore innovation.
Critical to model consortium agreements B and C is that there is an exploitation plan and that if a
party tasked with exploiting the results does not do so, the rights to exploit other parties’ results
come to an end. Model consortium agreement A creates a level playing field under which all the
parties have the right (but not the obligation) to exploit the results.
The model agreements have not been developed with the aim of maximising the commercial
return to the universities; the aim is to encourage university and industry collaboration and the
sharing of knowledge. They do not represent an ideal position for any party; depending on the
circumstances they are designed to represent a workable and reasonable compromise for both or
all parties.
Academic publication
A key element of any research agreement entered into by a university will be the right to publish
the results, for example, in the form of scientific papers and to use the results in connection with
teaching and academic research.
Publication is not only the life blood of the academic researcher’s career but also important to the
development of the research profile of the university.
But premature publication may damage the competitive position of the university and/or the
commercial ‘partner’ and/or the chances of protecting and exploiting the IP.
For example, early disclosure would prevent an application for a patent from being successful
because the invention would not be novel. The effect of this is that there would not be any
protected lead-in time to get a product to market and there would be competition from other
parties at all stages.
The 5 model research collaboration agreements provide a spectrum in relation to the right to
publish, with no rights to publish for the academics at one end of the spectrum and unrestricted
rights at the other.
The ‘middle ground’ is represented by the academic researchers being able to publish under a
protocol that allows the commercial ‘partner’ an element of control over the content of, and the
timescale for, publication (eg in order to give the sponsor an opportunity to secure patent
protection).
The outlines
It is important that you identify any major issues or differences of approach early on in the
process of negotiating the research project. By doing so, you will be able to concentrate on
resolving those issues.
Before drafting an agreement you should discuss the main issues relevant to your project both
internally and with your collaborators. This will help ensure you have similar expectations for
the proposed project. There are 2 outline documents which are designed to help you identify
these issues and agree expectations.


Outline: research collaboration agreements
Outline: consortium agreements
Joint ownership
None of the 5 research collaboration agreements deals with the joint ownership of IP because
this occurs more rarely than people think and it is more difficult for both the sponsor and the
university to manage. The research collaboration agreements adopt the simpler approach that one
or other of the parties will own the IP, but the result of negotiations may be that the university
owns the IP in result ‘A’ and the sponsor owns the IP in result ‘B’.
Consortium agreement A contains an example of a joint ownership provision in clause 5.4.
The members of the Lambert Working Group recommend that you avoid joint ownership where
possible. If it is important that more than one party owns some IP, a better way forward may be
to consider whether some of the IP should be owned by one party, other IP by another party and
so on, rather than having several or all of the organisations participating in the project having a
joint interest in the ownership of the IP.
If you do decide to have joint ownership it is important that the agreement sets out what rights
each joint owner has to exploit the IP. For an example of this please see clause 5.7 in consortium
agreement A.
Model research collaboration agreements
There are 5 model research collaboration agreements, covering one to one projects each
providing a different approach in the key area of who is to own, and have the right to exploit, the
intellectual property in the results or outcome of the collaborative project.
Research collaboration
agreement
Agreement 1
Agreement 2
Agreement 3
Agreement 4
Agreement 5
Terms
Sponsor has non-exclusive rights to use in specified
field/territory; no sub-licences
Sponsor may negotiate further licence to some or all
University IP
Sponsor may negotiate for an assignment of some
University IP
University has right to use for non-commercial purposes
Contract research: no publication by University without
Sponsor’s permission
IPR
University
University
University
Sponsor
Sponsor
The model agreements are merely starting points and their use is not compulsory, but by using
them you may be able to reduce the amount of time and money spent negotiating.
You should decide which of the 5 approaches best suits your purpose and negotiate with the
other party to achieve consensus and a signed agreement before work on the project begins.
Decision guide
To help you decide which of the model research collaboration agreements most closely reflects
the circumstances of your project, we have prepared a decision guide to lead you through some
of the principles and criteria that you may wish to take into account when deciding on the
ownership and rights to exploit IP. You may find it helpful to consult this before using any of the
model research collaboration agreements.
In reality, model research collaboration agreements 2 and 3 may be combined so that the sponsor
has the right to negotiate an exclusive licence and/or an assignment. The outcome of negotiations
could be, for instance, that the sponsor takes an exclusive licence in one territory and an
assignment of IP in a different territory.
The decision guide has been structured as a series of questions to help identify the key elements
of a research collaboration agreement.
The decision guide asks a series of questions to identify:



the relative importance of the project results to the sponsor and the project’s reliance on
the sponsor’s materials or existing IP
the importance of academic use and publication to the university and its researchers
the importance of the project to future research at the university
By combining the responses to these questions, it is possible to identify which of the research
collaboration agreements may be the most appropriate starting point.
If a project is of critical commercial importance to the commercial sponsor, and cannot take
place without using the sponsor’s technology or IP, the user is directed to consider research
collaboration agreement 4 or research collaboration agreement 5.
If it is important for the academic party to own the IP, the user is directed to research
collaboration agreements 1-3
Where publication of the results would have a serious impact on the competitive position of the
sponsor and the sponsor wishes to ensure that publication does not take place the user is directed
to research collaboration agreement 5.
In this way the decision guide provides a starting point for negotiation based on the situation of
the university and the sponsor, rather than focusing on ownership of any IP per se.
The decision guide is for use with the bilateral research collaboration agreements only. There is
no decision guide for the 4 consortium agreements because there are too many possible
permutations for multi-party research.
Model consortium agreements
There are 4 model consortium agreements, for use where more than 2 parties are collaborating.
The 4 agreements use the same terminology and have the same structure as the 5 research
agreements, but contain additional provisions to cover some of the complications that arise as a
result of having more than two parties.
The consortium agreements cannot cover all the circumstances that might arise when a group of
universities and industrial ‘partners’ get together to carry out research, but they illustrate terms
that might apply in four possible scenarios.
Consortium
agreement
Terms
Each member of the consortium owns the IP in the results that it creates and
Agreement A grants each of the other parties a non-exclusive licence to use those results for
the purposes of the project and for any other purpose.
The other parties assign their IP in the results to the lead exploitation party who
Agreement B undertakes to exploit the results. (Alternatively the lead exploitation party is
granted an exclusive licence).
Each party takes an assignment of IP in the results that are germane to its core
Agreement C
business and undertakes to exploit those results.
Each member of the consortium owns the IP in the results that it creates and
grants each of the other parties a non-exclusive licence to use those results for
the purposes of the project only. If any member of the consortium wishes to
Agreement D
negotiate a licence to allow it to exploit the IP of another member or to take an
assignment of that IP, the owner of that IP undertakes to negotiate a licence or
assignment.
There are too many possible variations and permutations to cover all of them and the model
consortium agreements are merely starting points that may be useful in shaping the thinking
about the structure of a collaboration, but by using them you may be able to reduce the amount
of time and money spent negotiating.
You should negotiate with the other parties to achieve consensus and a signed agreement before
work on the project begins.
Because there are more parties to the consortium agreements, they have provisions that do not
appear in the collaborative research agreements:



project management (clause 3)
financial management and external funding (clause 4)
expulsion and the addition of new parties (clause 10
Consortium agreements B and C have been drafted for use with the Technology Strategy Board’s
Collaborative R&D Programme but, with a few changes, may be adapted for other
circumstances.
The model consortium agreements do not represent an ideal position for any party; depending on
the circumstances, they represent a workable and reasonable compromise for all parties.
Guidance notes
The 5 model research collaboration agreements (One to One)
Guidance notes for the research collaboration agreements are available.
The 4 model consortium agreements
Guidance notes for the consortium agreements are available.
Underlying principle
The underlying principle of the five research collaboration agreements is that, unless there are
exceptional circumstances, the industrial sponsor will, as a minimum, pay the University on a
full economic cost basis and in return will receive a royalty free non-exclusive licence to use the
results of the research (agreement 1). The more the sponsor pays, the more rights it receives so
that, where the sponsor owns the IP in the results and the university retains no rights (as in
agreement 5), the sponsor’s contribution will be at full market rates. This principle is not cast in
tablets of stone, but was what the Lambert Inner working group had in mind when negotiating
the terms of the research collaboration agreements.
That approach is too simplistic for use in the model consortium agreements where there are more
than two parties, but when determining the payment plan and the return to each of the parties
from the exploitation of the results of the research, the contribution that each party has made
(financially and other wise) to the project should be taken into account.
Jurisdiction
These guidance notes and the model agreements are designed to be used only when the
agreements are governed by English law. If you want to enter into a contract under a different
legal system, you can adapt the model agreements, but you will need to take legal advice from a
lawyer qualified to advise on that country’s law and who can help you adapt the model
agreements where necessary to comply with local laws.
Useful resources
The Lambert Working Group on Intellectual Property thought that it would be helpful to provide
examples of the following agreements:








sample patent and know-how licence (MS Word Document, 78KB)
sample patent assignment (MS Word Document, 46.5KB)
sample non-disclosure agreement (MS Word Document, 66KB)
sample materials transfer agreement (MS Word Document, 75KB)
sample consultancy agreement (MS Word Document, 75.5KB)
sample confidentiality notice (MS Word Document, 30.5KB)
sample equipment loan agreement (MS Word Document, 59.5KB)
Russell Group Studentship agreement (MS Word Document, 90KB)
However, these examples have not been subject to the same level of scrutiny and development as
the 5 model research collaboration agreements, the four model consortium agreements, the
decision guide, the outline and the guidance notes. They are provided for information only.
Please keep this in mind.
If you are interested in licensing intellectual property you may wish to read ‘How licensing
intellectual property can help your business’ which provides an overview of licensing and
references to other more detailed resources on licensing.
Information on non-disclosure agreements is also available.
History of the Lambert Working Group on IP
The Lambert Review on Business-University Collaborations chaired by Richard Lambert, former
editor of the Financial Times and formerly a member of the Monetary Policy Committee at the
Bank of England and now Director General of the CBI, reported in December 2003 - Full Text of
the Lambert Review and its Recommendations.
The objectives of the review, conducted on behalf of the Treasury, were to:



highlight opportunities for business-university collaboration
identify successful business-university collaborations that could serve as role models
offer ideas to stimulate debate and shape policy
Chapter 3 of the review looked at the issue of knowledge transfer in business-university
collaborations and made a number of recommendations (see Chapter 3). One of these was that
key stakeholders representing universities and business should work together to produce a small
set of model collaborative research agreements for voluntary use by industry and universities
(see recommendation 3.5), and that these agreements should set out a range of approaches to the
ownership and exploitation of IP including, for example, ownership of IP by the university with
exclusive or non-exclusive licensing to the business.
The Lambert Working Group on Intellectual Property was set up to achieve the above mentioned
objective in May 2004 and was also chaired by Richard Lambert.
Members of the Working Group include key stakeholders such as The Association of University
Research & Industry Links, CBI, Regional Development Agencies, PraxisUnico, a number of
UK companies, universities, and several government departments.
The Intellectual Property Office is the secretariat to the Lambert Group.
Contact the Lambert Working Group
Lambert Secretariat
Room GY05
Intellectual Property Office
Concept House
Cardiff Road
Newport
South Wales
NP10 8QQ
United Kingdom
We welcome feedback on the Lambert toolkit, particularly about your experience of using the
model agreements. Please email us at the address below.
Email: lambert@ipo.gov.uk
Lambert materials and copyright
The Lambert agreements and supporting materials are subject to Crown copyright. It is free for
universities and companies to use, adapt and re-use the agreements and the guidance notes for
the purpose of undertaking collaborative research.
The Crown copyright material can therefore be re-used free of charge and without requiring
specific permission. Where practicable, the Crown copyright status and the source of the
Lambert Agreements and supporting materials should be cited.
Back to contents
Published:
27 June 2014
From:
Intellectual Property Office
Part of:
IP for universities: guidance, tools and case studies
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