Updating “The Lamberts”
The Lambert Toolkit was developed in response to barriers to collaboration cited in Richard Lambert’s 2003 Report – Universities and Business Collaboration. His recommendations included the development of a series of model research collaboration agreements drawn up by a group of Industrial and Academic IP practitioners including representatives from AURIL and PraxisUnico. Legal support was provided by Christine Reid from Norwood Reid.
In 2013, IP Pragmatics were commissioned by the IPO to collaborate with AURIL, PraxisUnico , CBI and the Technology Strategy Board to review usage of the Lambert Toolkit and develop a route map to enable its further development.
Suggested developments included:
- Conversion of the orginal Outline into a Heads of Terms
- Adding models which allowed for co-ownership and split ownership of IA model agreement for Knowledge Transfer Partnerships
- Explanation of universities’ duties as charities
- Explanation of State Aid
- Data protection clauses
- Anti-bribery and corruption clauses
- Counterparts clause
- Amendments model
- Stem cells or human tissue clauses
- Reviewing clauses on publicity and dissemination, liabilities and warranties and Background definition.
A small working group consisting of industrial and academic practitioners with experience of negotiating research and KE contracts was formed to review the recommendations and provide advice to the legal support. This included representatives from Oxbridge, St. Andrews, Edinburgh, GSK, Dyson, Airbus, Coventry as well as AURIL and PraxisUnico. The draft outputs were then put out to a wider grouping for comment and validation.
The result of the Working Group is a toolkit which contains:
- 7 Model Collaboration Agreements (One to One)
- 4 Model Consortium Agreements (Multi-Party)
- 2 Model Heads of Terms
- 2 Model Variation Agreements
- Guidance on:
- State Aid (see also the State Aid Guide prepared by AURIL / PraxisUnico
- Charitable Status of universities
- Data Protection
- Extensive Notes on the models and their usage
The working group also make the following observations and recommendations:
- The Agreements largely represent a fair compromise between the interests of both parties, the importance of the Guidance, Decision Tree and the Heads of Terms is to enable parties to understand the issues and models, identify what rights are important, and choose the model which closest matches the requirements as a starting point
- They are not designed to be used “as is” within each model agreement there are multiple clauses where parties can choose between different alternatives to suit the project requirements
- The Toolkit is designed to ease / speed up the negotiation process, but cannot solve every issue or cover every scenario
Final Comments on the drafts are to be provided by the Working Group by the end of June, with an intention to have a Final Draft for Launch in autumn. It is intended that the Toolkit will continue to be hosted by the IPO as they are seen as a neutral party which helps to start negotiations away from the “Your Agreement” or “My Agreement” scenario.
Reflections upon the Working Group
The composition of the Group was skewed both towards larger industry and research intensive HEIs. As AURILs representative, I tried to ensure that the views of HEIs focusing more on Knowledge Exchange rather were also represented.
Discussions regarding impact of collaboration agreements upon compliance with State Aid legislation and Charitable Status of universities were lengthy and its was timely that HEFCE commissioned a State Aid Guidance document which allowed this subject to be dealt with in more detail outside the Lambert Working Group.
The support provided by Christine Reid, and the IPO and inclusive chairing of the group by Malcolm Skingle was vital in developing a Toolkit which provides a workable starting point for negotiation collaboration agreements between Industry and Academia. It is the role of KE professionals within Universities to ensure that it is evaluated and hopefully adopted widely.
Dr Geoff Archer
Knowledge Transfer and Commercialisation Manager