Model Consortium Agreements
There are four model Consortium Agreements, for use where more than two parties are collaborating. The four model Lambert Consortium Agreements use the same terminology and have the same structure as the five 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.
| Links to the four Lambert Model Consortium Agreements are in the first column. Read across each row to find an explanation of the terms of the agreement. | |
| Lambert Model Consortium Agreement | Terms |
|---|---|
| Agreement A | 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 and for any other purpose. |
The other parties assign their IP in the Results to the lead Exploitation Party who undertakes to exploit the Results. (Alternatively the Lead Exploitation Party is granted an exclusive licence). |
|
| Agreement C | Each party takes an assignment of IP in the Results that are germane to its core business and undertakes to exploit those Results. |
| Agreement D | 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 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); and
- 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.
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.
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
There are Guidance notes on the contents of the four model Consortium Agreements and some of the legal issues. Please read these before using any of the model Agreements.