What are Collaboration Agreements?

At Briffa we regularly help our clients collaborate with other parties (such as universities and businesses with technological expertise in a particular sector) so they can grow their businesses.

Collaboration Agreements are legal arrangements between two or more parties that outline the terms and conditions under which they will collaborate on a project involving the creation, use, and management of IP. These agreements are essential to clearly define the ownership, management, and exploitation of any IP that arises from the collaboration.

Why are they important?
A key aspect of IP collaboration agreements is the allocation of ownership of the arising IP. The agreement should specify whether the IP will be owned by one party, jointly owned by all parties, or allocated based on the contributions of each party’s employees or the relevance to each party’s field of interest or technology.

It is also important to distinguish between ‘background IP’ (pre-existing IP brought into the project by each party) and ‘foreground IP’ (new IP generated during the collaboration) to ensure that parties do not inadvertently give away their pre-existing IP and to determine ownership of any improvements or modifications to it.

The agreement should also address the rights to exploit the arising IP. This can include granting licences to use the IP in specific technical fields or geographical areas, and setting out the terms under which these licences are granted, such as exclusivity and duration. Additionally, the agreement should include provisions for the exit of a party from the collaboration, detailing how the IP will be split and any reciprocal licensing arrangements that may be necessary.

Research and development
In research and development (R&D) collaborations, the agreement may also involve the transfer of rights in IP, know-how, and confidential information. It is crucial to have mutual non-disclosure agreements (NDAs) in place before sharing any technical information and to clearly define each party’s role and the IP rights they need to perform their tasks. The agreement should also address competition law issues to ensure that it does not restrict competition unlawfully.

Overall, IP collaboration agreements are vital for managing the complex issues of IP ownership, exploitation, and protection in collaborative projects, ensuring that all parties’ interests are safeguarded and that the collaboration can proceed smoothly and effectively.

If you would like to discuss tops raised in this blog, please feel free to contact us.