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This Guide sets out some听Intellectual Property (IP)听focussed basic principles听for you to build on听concerning how to manage, protect,听collaborate,听and commercialise using knowledge assets听and听IP.听

How you navigate the Guide will depend on your role and responsibilities within your institution.听The examples provided in the guide are not intended to be exhaustive, and further resources are signposted where听appropriate.

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笔耻谤辫辞蝉别听

This guide provides guidance for university staff and partners on听some of听the听main issues听concerned with IP and wider knowledge assets听that commonly arise in agreements. It sets out what to consider before you share, use or create IP, and describes contract terms that are often relevant, alongside typical institutional routes for support. It is designed to help readers听identify听key issues early, understand how these issues affect knowledge assets, and support informed discussions during drafting,听review,听and negotiation.听

The chapter听emphasises the importance of recognising when an agreement becomes legally binding听and听understanding the commitments being made on behalf of the institution.听It covers听such things as听identifying听who holds delegated authority to negotiate and sign.听It also听touches on managing the听contracting process听in accordance with听institutional听requirements.听

The prompts provided are intended to support reflection and discussion about听IP and wider knowledge assets听during project planning. They should be adapted to the needs and circumstances of each project.听

Research Environment听

Universities are complex environments with diverse research and commercial activities. These activities rely on contractual arrangements that require clear agreements, active management, and听appropriate governance. 颁辞苍迟谤补肠迟蝉听operate听within the framework of the institution鈥檚 IP policy, governance procedures, and delegated authorities.听

Everyone involved needs to understand the institutional processes for contracting and contract management. A contract is a legally binding agreement that creates enforceable rights and obligations. Poorly听drafted or听managed contracts can result in loss of control over assets, reputational harm, missed opportunities, or non鈥慶ompliance with legal obligations.听听

Contracts provide the framework for research,听innovation,听and knowledge exchange activities, defining how collaborating parties work together and manage their respective responsibilities.听

For听activities related to听IP听and wider听knowledge assets, a contract formalises the working relationship between the parties. It sets out how collaboration will take place, the terms and obligations involved, and the mechanisms used to manage risk and limit liability. It defines the scope of the work and clarifies what is included and excluded. It also听establishes听processes for managing both the contractual arrangement and the ongoing project relationship.

A contract records the IP and wider听knowledge assets听each party brings to the collaboration (Background IP), including third鈥憄arty material. It sets out the governance and processes for managing the IP and听wider听knowledge assets听created during the collaboration (Foreground IP). It describes the work to be undertaken, where and when it will take place, and the contributions and intended benefits for each party. Preparatory steps, such as , may be听required听before a contract is finalised.听

Any agreement covering ownership of pre鈥慹xisting and newly created听knowledge assets听should be completed before work begins. It should set out access and use rights for all assets, including those owned by third parties. It should also describe the relationship between the parties and听identify听the funding source and any related IP obligations.听

This chapter outlines the types of IP related agreements used in universities and highlights common IP considerations. Institutional policies and procedures explain how your organisation approaches contracting and听identify听who to contact for further guidance.

IP听due听diligence听and听freedom to听operate听

IP due diligence helps听identify听and verify IP and wider听knowledge assets听associated with a project. It clarifies ownership and third-party rights and听establishes听a shared understanding of what assets exist, how they are used, and how they may be accessed. It听provides听a clear view of the IP landscape relevant to the activity and supports consistent management of听knowledge assets听across the project and the wider portfolio.听听

This guidance describes non-legal听听补肠迟颈惫颈迟测.

Formal IP due diligence refers to an IP due diligence activity that is led or signed off by a qualified patent attorney or IP professional. This focuses on registrable IP rights, such as patents and designs, and issues such as freedom to听operate, and听is capable of supporting听legal or transactional decisions.听

For the purposes of this document, informal IP and wider knowledge asset due diligence is referred to as IP due diligence, unless otherwise听stated.听

A听project scope听should听set out the purpose, contributions, and expectations of all parties.听This helps听identify听opportunities, risks, and dependencies linked to IP, data, materials, infrastructure, or听expertise. Recording this information at the outset supports structured management of听knowledge assets听and IP. Updating the scope throughout the project captures changes in assumptions and highlights emerging risks or opportunities.听

IP due diligence activities can be tailored to the needs of the project. They consider background and foreground IP, the intended use of assets, and any access or licensing needs. They also reflect institutional governance processes, which set out how checks are undertaken, how risks are reported, and who is responsible for oversight. This can include checks on innovation and trusted research. IP due diligence checks should take place before entering into an agreement and continue throughout the project, where required.

Freedom to operate IP checks examine whether the planned activity could infringe others鈥� IP rights and whether it can proceed as intended. They help clarify the competitive and rights landscape around a technology or idea and may inform commercial or strategic considerations. For example, they can indicate whether licences of third-party IP rights or knowledge assets may be required to pursue a project. These checks are legal assessments and may incur additional cost. Not all projects require full freedom to operate searches, but such checks may be appropriate for activities such as spinouts, research collaborations, or licensing.

Broader due听diligence assessments may听be necessary听that听extend beyond IP听and wider听knowledge assets听and听may include reviewing:听听

• existing agreements听

• organisational or individual checks听

• financial or legal considerations听

• research security听requirements听

• reputational factors听

• territorial or environmental conditions听

• assessments of technology and market context

These elements help ensure that the project is workable, compliant, and aligned with institutional requirements.听

International and regulatory considerations may also be relevant. These听may听include听for example听differences in:听听

• IP 蝉测蝉迟别尘蝉听

• territorial protection听

• export controls听

• frameworks such as the NS&I Act

IP due听diligence work therefore considers听things such as听where collaborators听operate, how they will access assets, and what safeguards are听required. Security听related checks, including those set out in the听, may also be听appropriate.

Ongoing assessment and monitoring听can听ensure听that IP and听wider听knowledge assets听continue to be managed in line with agreements, institutional responsibilities, and any regulatory or territorial requirements.听This听can听support informed and strategic听decision听making throughout research, development,听career听development,听and commercialisation.

颁辞苍迟谤补肠迟蝉听

A contract is a legally binding and enforceable agreement between two or more parties. It sets out the terms under which an activity takes place. It provides clarity on purpose, responsibilities, and obligations.听听

Any agreement that a research institution undertakes should听consider听the identification, protection,听and strategic management of IP rights and wider knowledge assets.听What this means will be defined by the institutional policies and governance processes and the context of the agreement.

Although contracts are normally formal, written documents, they may also be formed verbally or through email correspondence. These informal exchanges can still create obligations, including those relating to IP and wider听knowledge assets.听It is therefore important to avoid inadvertently agreeing to terms that bind you or your institution in unintended ways.

Universities听operate听internationally through a wide variety of collaborations, partnerships, research projects, and teaching arrangements. Within these activities, control of IP听rights and wider听knowledge assets听affects the institution鈥檚 ability to conduct, publish, and build on future research. Granting or transferring IP听rights听to external parties without听careful consideration听can restrict academic freedom.听It can also听enable third parties to limit how听IP and wider听knowledge assets听are used.听

Many IP related issues arise when parties do not听identify, strategically assess, and discuss project鈥憇pecific requirements early in the process. Agreements that define who owns听pre鈥慹xisting听(background) and newly created (foreground) knowledge assets should be drafted and signed before work begins. These agreements should also set out access and use rights for all assets, including those owned by third parties. They should reflect the nature of the relationship between the parties, the source of funding, and any associated IP obligations. This helps ensure clarity of responsibilities and safeguards the institution鈥檚 freedom to conduct, publish, and develop future research.听听

Beyond听establishing听ownership and access rights, agreements should also ensure that universities听retain听the rights necessary to fulfil their academic mission and long-term research听objectives. This may include preserving the ability to publish research outputs and to use IP for research, teaching, and future scholarly activities. To protect these core functions and support academic freedom, such rights should be carefully considered and appropriately reflected in commercialisation and collaboration agreements.

Understanding these obligations helps provide clarity regarding:听

• prevention of restrictions on academic use and publication听

• safeguarding the institution鈥檚 long-term research capabilities听

• ensuring that external partnerships听remain听aligned with the university鈥檚 public-benefit purpose听

When听operating听internationally, it is important to consider differences in legal and regulatory frameworks. Legal and regulatory frameworks governing IP, data, research governance, and contractual enforceability vary significantly between countries.听They听can听determine:听听

• who owns knowledge assets听

• how they may be 耻蝉别诲听

• how disputes are resolved

Failing to take these differences into account can expose institutions to legal risk, weaken their ability to protect or exploit IP, and constrain future research and collaboration.

IP created within the terms of employment is usually owned by the employing institution. However, many university IP policies specify that some rights, such as copyright in scholarly works, remain with the creator. There are many different type of contracts, including those that govern students, visitors and collaborators both domestically and internationally.

Therefore, contracts should include provisions that clarify the basis of ownership, use and access to IP and wider assets. This includes any requirements for staff to assign IP rights to the university or to partners under specific projects or contractual arrangements.

These IP provisions form part of broader institutional governance mechanisms. Universities typically maintain clear processes for contract approval, including designated signatories with authority to enter into specific types of agreements. Understanding these processes and knowing who is authorised to sign on behalf of the institution, is essential when entering contracts that involve IP or wider knowledge assets.

Common IP听terms in听contracts听

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Provisions relating to听IP and wider听knowledge assets听can appear throughout a contract, not only in clauses labelled 鈥渋ntellectual听property听rights,鈥� 鈥渂ackground IP,鈥� or 鈥渇oreground IP鈥�.

How a contract frames these assets influences how they are:听听

• 颈诲别苍迟颈蹿颈别诲听

• 耻蝉别诲听

• 补肠肠别蝉蝉别诲听

• 蝉丑补谤别诲听

• 辫谤辞迟别肠迟别诲听

• 尘补苍补驳别诲听

The听following听considerations highlight key themes that may be relevant when planning or negotiating agreements involving IP and听wider听knowledge assets.听Additional听factors may apply depending on context.

Purpose and Parties听

A contract should reflect the purpose of the collaboration and clearly听identify听the parties involved. This clarity supports听the听accurate听allocation of rights, responsibilities, and expectations relating to IP and听wider听knowledge assets.听It听ensures the terms align with the structure of the working relationship, including any subcontractors or affiliates.听

搁别辫耻迟补迟颈辞苍听

Contracting can affect institutional reputation. Agreements involving IP and听wider听knowledge assets听should consider how the relationship, outputs, and public听perception听may reflect on the institution and its research activities.听

Background and听foreground IP听

A contract should define what听background IP each party brings and who owns any听foreground IP created during the project. Clear definition helps protect pre-existing rights, avoids unintended transfer, and enables听appropriate planning听for use, access, and management of new IP. Background IP should be described precisely, including any third-party rights,听permitted听uses, and post-project access where relevant.

Foreground IP arrangements should outline:听听

• ownership听

• decision听making听

• protection听

• maintenance听

• the scope听

• the听duration of any access rights or licences听

Projects may also generate developments that build on existing IP and wider knowledge assets, making it important to consider how improvements will be managed.

IP听improvements听

Improvements to existing IP may arise during a project. Contracts should recognise how these improvements will be owned, how they may be used, and how they relate to听background and听foreground IP. Clear terms help avoid later uncertainty and support consistent management of enhanced assets.听

Once ownership of existing and improved assets has been听established, consideration should also be given to who can access and use them.

Rights of听access,听use, and听exploitation听

Contracts should set out who can access or use IP and wider knowledge assets, for what purposes, and under what conditions. This may include:听

• publication听

• teaching听

• internal research听

• commercialisation听

• onward licensing听

Clarity helps ensure that rights are aligned with institutional needs and project听objectives.听In some collaborations, these rights may arise through joint ownership arrangements, which require听additional听consideration.

Joint听ownership of IP and听wider听knowledge assets听

Joint ownership can support collaboration but introduces complexity, particularly in international projects. Contracts should define roles, decision-making processes, and any limits on independent actions by each owner.听

Requirements may vary across听jurisdictions. For example, rules governing consent for licensing or assigning jointly owned IP differ between countries and should be addressed clearly to support effective long-term management.

Assignment of Rights听

Assignment transfers ownership of IP rights. It is different from a licence, which allows use without changing ownership.听

If a project involves reports, software, data, designs,听or other outputs created by a third party, the agreement should say who will own the resulting IP.听It should also听state听whether any rights need to be assigned.听

Examples include:听

• reports听

• datasets听

• software听

• designs听

• research outputs听

• other knowledge assets听

Things to consider:听

• what IP is being assigned听

• which rights are being transferred听

• who the rights are transferred from and to听

• when the transfer takes effect听

• whether the transfer is permanent听

• whether any rights are听retained听for research, teaching,听publication,听or future collaboration

Assignments should be checked against existing agreements, funder requirements, institutional听policies,听and future research needs. Once IP rights are assigned, the original owner may not be able to use them unless the contract preserves that right.听

For UK-registered IP rights, parties may also need to update the relevant public register. This helps听maintain听accurate听ownership records and can support enforcement.

Confidentiality听

Confidentiality terms protect information that should not be shared more widely. This may include unpublished research, trade secrets, technical听know-how, commercial information,听or material that could support a future IP application.听

The agreement should say what information is confidential, who may receive it, how it may be used and how long the duty of confidentiality lasts. Where information may support a patent or other registered right, disclosure should be managed carefully before it is shared.听

Examples听include:听听

• trade secrets

• unpublished research

• potentially patentable inventions

• future IP rights听听

• commercial information听听

• technical听know-how听听

• personal or restricted data听听

• information received from third parties听

Contracts should听clearly听set out:

• what information is confidential听

• who can receive it听

• how it can be 耻蝉别诲听

• when it can be disclosed听

• how long the confidentiality duty lasts听

• what happens to confidential information when the project ends

Confidentiality duties may continue after the contract ends. This should be clear in the agreement.听

Where the project involves research outputs, publication or patent protection, confidentiality terms should be reviewed before information is shared. Early disclosure can affect whether some IP can be protected.

Warranties, indemnities, and liabilities听

Contracts may include warranties relating to the origin, fitness, or non-infringing status of IP and wider knowledge assets. Any limitations should be clearly defined so that obligations听remain听proportionate and manageable.听

Contracts may also include indemnity provisions covering compensation for legal costs or damages arising from third-party infringement claims. Knowledge assets often involve uncertainty, and this should be reflected when drafting warranties and indemnities.听

Record keeping听

Accurate records of contributions, ownership, authorship, creation dates, protection activities, and commercialisation activities support effective management of IP and wider knowledge assets. Clear documentation helps reduce disputes and supports due diligence throughout the project lifecycle.听

Terms and conditions听听

Terms and conditions (T&Cs) can govern how IP and wider knowledge assets are accessed and used. Contracts may also arise through email exchanges or verbal discussions where the essential elements of a contract are present.听

Any exchange involving IP, data,听know-how, or other knowledge assets should therefore be approached carefully and documented where听appropriate. It is important to review the standard T&Cs of prospective partners and understand whether they will form part of the agreement.听

Because these assets may be sensitive and valuable, it is important to be clear about:听听

• what is being 蝉丑补谤别诲听

• what is being agreed听

• what permissions are being granted

Obligations,听schedules,听and authority听

Contracts should clearly define the activities, responsibilities,听timescales,听and deliverables required under the agreement. Where IP and knowledge assets are involved, the contract should also set out how they will be managed and by whom.听

IP-related obligations, including confidentiality, IP protection, infringement reporting and the return of materials, should be assigned to a clearly听颈诲别苍迟颈蹿颈别诲听legal entity. Contracts should be approved and signed by individuals with the听appropriate delegated听authority to ensure that commitments relating to IP and knowledge assets are valid and enforceable.听

Responsibilities,听accountabilities,听and听signatories听

Institutions should have clear governance arrangements that听identify听who is authorised to make decisions about IP听and wider knowledge assets.听This should also clarify听who may sign contracts on the institution鈥檚 behalf.听

Signing authority is the legal power granted to an individual to bind an organisation. Institutional IP policies and procedures should define levels of authority and any limitations that apply.听

IP-related obligations, such as听maintaining听confidentiality, protecting IP, reporting infringement, or returning materials, must be assigned to clearly听颈诲别苍迟颈蹿颈别诲听legal entities. Contracts should be signed by individuals with听appropriate delegated听authority to ensure that commitments relating to IP and wider knowledge assets are valid and enforceable.听

Sharing听returns听

Contracts that involve commercialisation of IP may include provisions for sharing financial or听non鈥慺inancial听returns. These terms should align with institutional policies on revenue sharing,听comply with听relevant听legal obligations,听and reflect the contributions and responsibilities of those involved.

Termination听

Contracts should explain how IP and听wider听knowledge assets听will be handled at termination, including return of materials, continuation of licences, or cessation of access. Termination provisions may also address insolvency, failure to exploit licensed IP, or missed performance milestones.听

Jurisdiction听and international working听

International collaborations may involve different IP laws, contractual interpretation, and enforcement mechanisms. A contract should say which law applies and which courts or dispute process will be used if problems arise.听

Working across borders may also involve:听

• translation of contract terms听

• territorial IP protection听

• national security requirements听

• export control rules听

• data protection requirements听

• different approaches to ownership, inventorship,听licensing,听and assignment

These issues should be considered before work starts. Clear terms help the parties understand how IP and knowledge assets will be owned, used, transferred, protected,听and enforced during the project and after it ends.

Potential disputes听

Contracts should explain how the parties will deal with disagreements. This is especially important where the agreement involves IP, knowledge assets, confidential听 information,听or rights to use research outputs.听

The contract may include processes for:听

• raising concerns early听

• escalating issues to named contacts or senior representatives听

• mediation听

• arbitration听

• court proceedings听

• handling infringement claims听

• responding to unauthorised disclosure of trade secrets or confidential information听

The contract should also state:听

• the governing law听

• the听jurisdiction听or dispute forum听

• how disputes will be handled where parties are based in different countries

Clear dispute terms help reduce uncertainty if there is disagreement about ownership, access, use, licensing, disclosure or enforcement of IP and knowledge assets.听

Open source听data is a specific example of how access, use, licensing, confidentiality, and compliance considerations can interact within agreements involving IP and wider knowledge assets.

Open data and open licences听

听can normally be reused by others under the terms of the licence that applies. Those terms may require attribution or place conditions on how the data is reused, adapted,听or shared.听

Open data can still be subject to IP rights, including copyright and database rights. It must also be handled in line with other legal requirements. For example, personal data, confidential information,听and proprietary material should not be treated as open data unless there听is听a lawful basis and permission to do so.听

The UK implements听database rights through the听.

Agreements involving individuals

The following agreements are examples of those involving individuals:听

• employment contracts听听

• students听听

• visitor agreements听

Employment contracts听听

Employment contracts often include clauses that explain how IP created by an employee will be handled. These reflect the UK position that IP generated during an employee鈥檚 duties will听generally belong听to the employer. It can be helpful for contracts to clarify how听different categories听of IP, including copyright, are treated and whether any assignment requirements apply for specific projects or collaborations.听听

Contracts may also outline expectations for employees to support the protection of IP they generate. Some of which may extend these expectations to work created outside normal duties or hours. They may additionally set out what information employees are听permitted听or not听permitted听to use once they leave the institution.

Students听听

Students often create valuable IP and wider knowledge assets through their research, projects, data, software, and creative work. Contracts help clarify who owns these assets and how they can be used.听听

Ownership of student-created IP may vary depending on university policy, funding听arrangements,听and project agreements. Students should check how any collaboration, sponsorship or placement agreement affects their rights and responsibilities.听

Students may need to check the terms of agreements before taking part in collaborations, sponsored听projects,听or arrangements for using university resources. This helps clarify rights and responsibilities for student work, while meeting institutional and partner requirements.听

Visitor agreements听

Visiting academics, guest lecturers, honorary staff and secondees who are not employed by the university may own the IP they create, or it may belong to their employer.听University鈥檚 IP policy may lay out听an initial听position on the ownership of knowledge assets generated by visitors.听听

It is useful for both parties to check whether any third-party agreements apply, so they understand any IP rights or obligations. UK academics visiting other countries should also check with their institution before signing anything that covers IP. This includes听in the materials they take with them or any IP created during the visit.

Commercial and collaborative agreements听

The following agreements are examples of those听used in commercialisation and听collaborative activities:听

• memorandum of understanding听(MoU)听

• research collaboration agreements听

• consultancy agreements听

• knowledge transfer partnerships (KTPs)听

• material transfer agreements (MTAs)听

• licence agreements听

Memorandum of听understanding (MoU)听

A Memorandum of Understanding听(MoU)听is听generally intended听to be a non-binding arrangement between parties. To听maintain听this status, careful attention should be given to the language used, ensuring that no terms unintentionally create legally binding obligations.听听

An MoU often precedes more formal agreements;听therefore,听any discussion or disclosure of听IP听and wider听knowledge assets听should be handled with听particular caution.听For example, clear consideration will need to be given听regarding听what information can be 蝉丑补谤别诲听and听how it may be used.听It is also important to consider听whether any access听could imply rights or obligations听that are听not intended听to be granted听at this stage.

Research collaboration听agreements听

Research collaboration agreements provide the overarching framework for how partners work together and manage the听IP听and wider听knowledge assets听involved. They typically outline听things such as:听听

• roles听

• responsibilities听and obligations听

• funding arrangements听

• confidentiality听

• publication expectations听

• the processes for resolving disputes or ending the听collaboration

From an IP perspective, they set out how听background and听foreground IP will be听identified, owned, accessed, and 耻蝉别诲听over time.听This听includes听how any new IP or data generated during the project may be licensed or commercialised.听听

颁辞苍迟谤补肠迟蝉听may听also听detail听the handling of sensitive information, trade secrets, and data, as well as how third-party rights, prior agreements听are managed.听They should also cover听termination scenarios,听such as insolvency or failure to exploit IP,听and any other provisions that听may affect the collaboration. Establishing the agreement at the听outset helps provide clarity on how IP and听wider听knowledge assets听will be managed throughout the project.听

To support听you in the development of听consistent听good听practice,听the following听model agreements exist.

The听听provides model documents and supporting guidance for university-business research collaborations. These materials can help parties discuss ownership, access and use of IP created through collaborative research. They are starting points for negotiation and may need to be adapted for the project.听

The听, produced by ARMA, offer templates for partnerships between universities or with听non-commercial听organisations.听听

The National Institute听for Health and Care Research (NIHR)听has 听to streamline NHS听related clinical research. These resources help structure the management and use of IP and wider听knowledge assets听in collaborative projects.

Consultancy agreements听

Consultancy agreements set out the terms under which an individual or institution provides services to a client. The agreement should clearly define ownership, access and use rights for any IP and knowledge assets involved.听

In consultancy agreements, it is helpful to clarify the institution鈥檚 background IP and any new IP that may be created during the project. This includes how each party may use it for teaching, research, licensing, or commercialisation. It is useful to agree early on how confidential information will be handled, how publication will be managed and whether confidentiality or nondisclosure terms are听required.

The financial arrangements, including any听possible assignment听of IP rights, can be clarified within the agreement. It can also be helpful for the agreement to describe how disputes,听termination听and situations such as insolvency or听non鈥慹xploitation听of IP could be approached.听

Knowledge听transfer听partnerships (KTPs)听

A听听(KTP) is a funded collaboration between a business or not-for-profit organisation and a UK knowledge base.听This includes institutions听such as a university, college, Catapult or research and technology organisation. KTPs are used for defined innovation projects that need academic or technical听expertise.听

In a typical KTP, the knowledge base recruits an associate to lead the project within the business, with support from academic and business supervisors. KTP projects usually run for 12 to 36 months. Agreements should make clear how IP, knowledge assets, confidential information,听and project outputs will be owned, used,听and managed.听

Material听transfer听agreement (MTAs)听

A听material听transfer听agreement (MTA)听sets out听provisions for听the听transfer of tangible research materials听between two parties.听These materials may include听biological samples,听chemical compounds, or other physical substances used in research.听 MTAs听clarify听IP rights over any inventions听made using the materials, ownership and use, liability,听and听confidentiality,听including clauses to protect sensitive information relating to the materials.听They also cover听publication rights听including any conditions for publishing research results involving the materials.听听

Some key IP-issues to consider in your MTAs听may听include听things such as:听听

• ownership of original materials听

• background IP听

• rights to derivatives and听modifications听

• inventions and patent filing听

• publication听

• confidentiality听

• if听commercialising,听further IP agreements听may be听needed

Considering IP听in your research collaborations may prevent disputes over IP and ensure compliance with regulations.

Licence听agreements听

A licence agreement allows the owner of IP rights to give another party permission to use those rights without transferring ownership. The IP owner听retains听ownership while granting rights of use under agreed terms.听

Licences can be granted for a range of IP rights and knowledge assets, including patents, copyright, designs, software, databases,听know-how听and research outputs.听

The agreement听may听clearly set out:听

• the IP rights or knowledge assets covered by the licence听

• who may use them听

• the permitted uses听

• whether the licence is exclusive, non-exclusive,听or sole听

• whether the rights may be shared or sub-licensed听

• the duration and territorial scope of the licence听

• any financial arrangements or provisions for sharing benefits听

Clear licence terms help the parties understand the rights being granted, the conditions that apply and the intended outcomes of the project. They also support the effective management of IP and knowledge assets throughout the life of the agreement.听

Confidentiality provisions may be听required听where research outputs, technical information or other sensitive material are shared during negotiations or throughout the licence period. These听typically听state听what information is confidential, how it may be used, who may receive it, when disclosure is听permitted听and how long confidentiality obligations will apply.听

The IPO provides听examples of both听a听Non-disclosure听agreement听and听a听Confidentiality agreement.