Any kind of research collaboration, including confidential discussions with another party, exchange of materials, or any other research related activity, may require a contract to be put in place before the collaboration begins. All negotiations with a funder or another party should be managed and coordinated by the Faculty Research Services contract manager (or equivalent), who is the main point of contact for matters relating to the contract.

Discussion between the Principal Investigator and Contract Negotiators regarding the risks and benefits associated with the activity is essential at an early stage to help expedite the process and bring swifter agreement. Delays most often occur when insufficient information is gathered and there is a poor understanding of what each party to the contract is trying to achieve.

The negotiation process is not necessarily linear and differing factors will affect the precise route of negotiations as well as the final agreement, however, negotiations undertaken by the College will always attempt to establish an equitable position that is both proportionate, and appropriate to the activity at hand.

  • The contractual terms will be assessed in accordance with the College Preferred Terms and Conditions Policy ROP-05 [pdf] whilst taking full account of any information provided to Faculty research services teams. Wherever possible, a proportionate approach will be taken to negotiation. Where terms are outside of those preferred, the contract negotiation will seek approval from the relevant College Authority, such approval will be considered on the merits of the activity, value etc.
  • Often a funder will wish to use their own template agreement, which will contain those terms most beneficial to the funder, but may also contain ones detrimental to the College. Whilst the College does work with and accept funder supplied agreements, we prefer to work from our own set of standard templates (some nationally agreed), the use of which will expedite the negotiation process.
  • Agreements will be reviewed holistically to establish the key benefits and risks (if any). Onerous terms and any constraints on the research which present a risk will be negotiated by the Contract Negotiator to limit exposure wherever possible.
  • See Approval and Authorisation for guidance on approval requirements and details of authorised signatories.
  • The Non-standard factors page details factors with potential for complexity which require additional approvals prior to the execution of the agreement.

Typically negotiations tend to focus on a few key areas, examples of which are:

Typically negotiations tend to focus on a few key areas, examples of which are:

a

Intellectual Property (IP)

Often the most contentious issue in an agreement, the College will always try to ensure the rights of the individual academic are protected with regard to future use of IP, and that any commercial benefit to be derived from the IP favours the College. Care will always be taken to balance any commercial advantage against the academic benefits of carrying out an activity, in achieving the best and most equitable deal possible for the College, and the individual academic. Successful commercial exploitation will benefit inventors through the College's Reward to Inventors Scheme Imperial log in only [pdf]

For further information see IP advice and approval in research contracts - general guidance [pdf]

b

Publication rights

The cornerstone of academic research is the right to publicly disseminate the outcomes of the research. Whilst on occasion there may be good reason to delay or restrict publication (e.g. confidentiality, the patenting process, or arrangements with collaborators), the College always seeks to protect this fundamental right in its research agreements. This right to publish is also linked to the College’s academic mission and how it classifies its research activity. Any onerous restrictions need to be carefully considered, both from an academic perspective but also whether the activity itself may be defined as research (See Definition of Research [pdf]).