Creating a Research Agreement

Note: Want to skip the guide and go straight to the free templates? No problem - scroll to the bottom.
Also note: This is not legal advice.

Introduction

Research agreements are essential documents that lay the groundwork for the success of a research project. By setting expectations, protecting the rights of those involved, providing a platform for dispute resolution, and preventing misunderstandings and potential liabilities - they can help to ensure that everyone is on the same page and any issues that arise during the course of a project are handled efficiently.
The Genie AI team understand this better than anyone, often called upon to draft and negotiate these agreements for clients. Their expertise has helped many research projects run smoothly, but it is equally crucial to understand why research agreement matters and how create an effective framework.
First, clear specifications about the roles and responsibilities of each party must be outlined in order to guarantee understanding between all involved. This should also include terms related to payment or other considerations made by each party – so everyone is aware what their obligations are from outset; eliminating any confusion or ambiguity further down line.
Second, research agreements protect rights of all parties involved – by setting out what each individual can expect from others; as well as outlining their own duties in return. And in cases where disputes arise – provisions such as arbitration clauses provide an effective way of resolving them quickly and amicably with minimal disruption to progress of project itself.
Finally, it’s worth noting that these documents offer invaluable protection against liability issues; while they don’t guarantee against them entirely - they do clearly outline terms (and potential consequences) so all parties remain accountable if agreement isn’t adhered too – which helps reduce risk across board.
In conclusion: Research agreements may seem complex on surface but really are essential tools for successful projects - allowing teams to work together effectively - without having go through expensive legal proceedings or protracted negotiations later on down line… The Genie AI community template library offers step-by-step guidance on creating high quality legal documents suitable for any situation - without paying a lawyer - you can access our library today and find out more below!

Definitions (feel free to skip)

Collaboration Agreements: A formal contract between two or more parties to conduct research together, outlining the scope of the research, roles and responsibilities of each party, ownership of intellectual property, sharing of resources, and other considerations related to the project.

Confidentiality Agreements: A legally binding contract between two or more parties to protect sensitive information from being released to the public, usually used when two parties are sharing confidential information as part of a research project.

Data Usage Agreements: A contract that details how data will be used by the parties involved in a research project, ensuring that data is used only in the manner specified in the agreement and not shared with any third party without permission.

Material Transfer Agreements: A contract between two or more parties that outlines the terms of transferring physical materials such as biological samples or chemicals, detailing rights and responsibilities of each party, ownership of the material, and other considerations related to the transfer.

Publication Agreements: A contract between two or more parties that outlines the terms of how a research project will be shared with the public, typically including provisions related to authorship, copyright, and publication rights.

Intellectual Property Rights: Legal rights that grant the owner exclusive rights to certain types of creations, such as inventions, literary and artistic works, designs, and symbols, for a certain period of time.

Liability: Legal responsibility for damages incurred from an action or negligence.

Indemnification: Legal protection from any damages or losses incurred from an action or negligence.

Contents

• Identifying the need for a research agreement
• Understanding the different types of research agreements
• Collaboration Agreements
• Confidentiality Agreements
• Data Usage Agreements
• Material Transfer Agreements
• Publication Agreements
• Drafting the research agreement
• Discussing the scope of the research and the goals of the agreement
• Establishing the responsibilities and rights of the parties involved
• Addressing intellectual property rights, liability, and indemnification
• Addressing any additional considerations such as
• Publication rights
• Ownership of data
• Ownership of research materials
• Ownership of inventions
• Access to research results
• Negotiating the terms of the agreement
• Reviewing the agreement with legal counsel
• Completing and signing the research agreement
• Ensuring compliance with applicable laws and regulations

Get started

Identifying the need for a research agreement

• Determine the purpose of the research agreement
• Identify the parties involved in the research agreement
• Assess if the parties involved have any conflicts of interest with the research
• Establish the scope of the research to be conducted
• Identify any restrictions or limitations on the research
• Review any existing research agreements that may have been established with similar parties
• When you have identified the need for a research agreement, and have gathered all of the relevant information, you can move on to the next step.

Understanding the different types of research agreements

• Understand the different types of research agreements, such as collaboration agreements, material transfer agreements, or non-disclosure agreements
• Become familiar with the various terms and conditions associated with each type of agreement
• Educate yourself on the legal ramifications of each type of agreement
• Research any special requirements or regulations that may apply to your research agreement
• Once you have a thorough understanding of the different types of research agreements, you can check this off your list and move on to the next step.

Collaboration Agreements

• Determine the goals of the collaboration and how they will be achieved
• Create a timeline and budget to ensure the goals are met
• Decide who is responsible for what tasks and what resources are necessary
• Discuss the rights and responsibilities of each party and how they will be shared
• Define the terms of the collaboration, such as how confidential information will be treated, how intellectual property will be managed, and who will have access to the results
• Write the agreement in plain language so that all parties understand it
• Have the agreement reviewed by legal counsel
• Have all parties sign and date the agreement

You’ll know when you can check this off your list and move on to the next step when all parties involved have signed and dated the agreement, and you have reviewed the agreement with legal counsel.

Confidentiality Agreements

• Draft a confidentiality agreement that outlines the scope of the research project and the parties involved
• Ensure that the agreement clearly states the purpose and nature of the research, the confidentiality of the data, and the obligations of each party
• Have all parties involved review and sign the agreement
• Make sure to include an expiration date on the agreement
• Once all parties have signed the agreement and it is in place, you can move on to the next step.

Data Usage Agreements

• Draft an agreement that outlines the research data usage:
• Identification and description of the data to be used
• Scope of use of the data
• Confidentiality and security measures
• Access permissions
• Terms of ownership
• Intellectual property rights
• Ownership and retention of the data
• Termination of the agreement
• Review the agreement with your legal team to ensure accuracy
• Obtain signatures from the parties involved
• When all signatures are acquired, the Data Usage Agreement is complete and you can move on to the next step.

Material Transfer Agreements

• Research the institution who will receive the research material to determine if a Material Transfer Agreement (MTA) is needed
• If a MTA is required, contact the institution to obtain a pre-negotiated agreement
• If no pre-negotiated agreement exists, initiate negotiations with the institution to ensure both parties are in agreement on the terms of the MTA
• Review the MTA and ensure that all conditions have been met
• Sign the MTA and obtain a signed copy from the receiving institution

You’ll know you can move on to the next step when both parties have completed and signed the MTA.

Publication Agreements

• Determine who owns the publication rights to the research results
• Establish who will be the author(s) of the research paper
• Agree on the extent of co-authorship and who will be responsible for the writing of the paper
• Establish who will be listed as the author(s) and the order of authorship
• Establish who will be listed as the main contact for the paper
• Agree on the timeline for the submission of the paper
• Establish who will be responsible for the peer review and editing process
• Agree on the publishing venue for the paper
• Agree on the terms and conditions for the publication and dissemination of the paper
• Determine who will have the right to make changes to the paper before its publication

You’ll know when you can check this off your list and move on to the next step when you have established agreements between all parties involved in the publication process and have a clear understanding of who will be responsible for the different tasks associated with the publication of the paper.

Drafting the research agreement

• Gather all relevant information about the research project and the parties involved, such as the research topic, the parties’ responsibilities, project timeline, and any potential conflicts of interest
• Draft the legal document outlining the research agreement, including the research objectives, the terms of the agreement, the roles of the parties, and the timelines for the completion of the research
• Determine what intellectual property rights each party will have regarding the research results
• Ensure that the research agreement is compliant with any applicable laws and regulations
• Have the research agreement reviewed by a legal professional
• When the research agreement is finalized, have all parties sign the agreement

You can check this step off your list and move on to the next step when the research agreement has been finalized and signed by all parties.

Discussing the scope of the research and the goals of the agreement

• Meet with all parties involved to discuss the scope of the research and the goals of the research agreement
• Identify the research objectives and outcomes that need to be achieved
• Clarify the research timeline and any specific milestones that need to be met
• Agree on the conditions of the agreement and the rights and responsibilities of the parties involved
• Record the outcome of the discussion and confirm with all parties that the agreed terms are satisfactory
• Once all parties are satisfied, you can move on to the next step of establishing the rights and responsibilities of the parties involved.

Establishing the responsibilities and rights of the parties involved

• Identify the parties involved in the research agreement and their roles
• Make sure all parties understand their responsibilities and agree to them
• Outline any potential risks that each party may face
• Specify the rights of each party with respect to the research and the agreement
• Ensure that all obligations of the parties are clearly stated
• Document the terms of the agreement in writing

When you can check this off your list:

• All parties involved understand their roles and responsibilities
• All parties agree to the rights and obligations of the agreement
• All parties have signed off on the agreement in writing

Addressing intellectual property rights, liability, and indemnification

• Identify and agree upon which party shall own any intellectual property created by the agreement
• Specify whether the parties will have a license for any intellectual property created by the agreement
• Outline the liabilities that each party holds in the event of a breach of the agreement
• Agree upon what legal action can and will be taken in the event of a breach
• Draft an indemnification clause that clearly outlines each party’s responsibility for any damages incurred
• Review the agreement and make sure that both parties are in agreement
• Once both parties are in agreement, each should sign and date the agreement

Once you have addressed intellectual property rights, liability, and indemnification within the agreement, you will know that you can check this off your list and move on to the next step.

Addressing any additional considerations such as

• Make sure to consider any other relevant topics that may not have been discussed such as the right to assign to a third party, confidentiality, and nondisclosure
• Check for any specific requirements for the research project that need to be included in the agreement such as the required use of certain materials or the collection of specific data
• Consider what restrictions may need to be placed on the research, such as the use of any proprietary information or data
• Confirm that any restrictions on the use of the research results are clearly outlined in the agreement
• You will know when you can check this step off the list when you have addressed any other relevant topics, confirmed that any restrictions are clearly outlined, and all parties have agreed to the terms and conditions of the research agreement.

Publication rights

• Determine who owns the rights to the research and its results.
• Determine if the research results can be published in a journal or other publication.
• Establish any restrictions or conditions for publishing the research results.
• Establish any restrictions or conditions for using the research results in a commercial setting.
• Specify who will have the right to authorize the publication of research results.
• Include a clause that prohibits the publication of any confidential information or trade secrets.
• Make sure that all parties understand their rights to the research and its results.

Once all the above points have been addressed, you can move on to the next step: ### Ownership of data.

Ownership of data

• Clearly define who owns the data collected during the research project
• Establish who is responsible for the data, including storage, security, and archiving
• Decide how the data will be shared between the parties involved
• Specify who will receive a copy of the final research data
• Verify that any third parties involved in the research project consent to the data ownership agreement
• When all parties have agreed to the ownership of data, record the agreements in the research agreement
• Check this item off your list and move on to the next step - Ownership of research materials.

Ownership of research materials

• Determine who owns any research materials used in the project.
• Specify any special terms for ownership or use of the research materials.
• Ensure that any special terms for ownership or use of the research materials are in compliance with applicable laws.
• Include all relevant details in the research agreement, such as the process for transferring ownership of the research materials, or any conditions on the use of the materials.
• Once the ownership of research materials has been determined and included in the agreement, the next step is to move on to ownership of inventions.

Ownership of inventions

• Determine who will own any intellectual property rights that may arise from the research, such as inventions, patents, and copyrights
• Identify who will pay for any legal costs associated with protecting intellectual property
• Include a clause stating that any intellectual property created by the researcher or research team will be owned by the research sponsor
• Once the ownership of inventions has been established, move on to the next step of determining access to research results

Access to research results

• Familiarize yourself with the relevant aspects of the research agreement, such as the scope of the research, access to research data, and reporting requirements.
• Ensure that the agreement specifies who owns the rights to the research output, such as reports, data, and inventions.
• Determine if the research output will be available to the public and for what purpose.
• Make sure the agreement allows for the sharing of research results with third parties, if necessary.
• Confirm that the agreement includes appropriate provisions for protecting confidential information and preventing unauthorized use of the research output.
• Establish a timeline for when the research results will be made available to the parties involved.

You will know when you can check this off your list and move on to the next step when you have reviewed the agreement and confirmed that all the relevant aspects of access to research results have been addressed.

Negotiating the terms of the agreement

• Reach out to the other party to discuss the terms of the research agreement.
• Negotiate the terms of the agreement, including the scope of the research, the roles and responsibilities of each party, and any payment or other consideration.
• Draft a written agreement and have both parties review and sign.
• Once the agreement is finalized, you can check this step off your list and move on to the next step.

Reviewing the agreement with legal counsel

• Review the document with legal counsel to ensure that all terms of the agreement are legally sound and conform to applicable laws and regulations
• Have legal counsel sign off on the agreement if they believe that all terms are satisfactory
• Obtain a copy of the signed agreement from legal counsel

Once you have received the signed agreement from legal counsel, you can check this step off your list and move on to the next step of completing and signing the research agreement.

Completing and signing the research agreement

• Obtain signatures from the necessary parties: all participants, the research organization, and the legal counsel
• Verify that each signature is authentic and legally binding
• Ensure that all parties have a copy of the signed agreement
• Review the agreement to make sure all conditions have been fulfilled
• Check off this step when all signatures have been validated and all have a copy of the agreement.

Ensuring compliance with applicable laws and regulations

• Research and understand the relevant laws and regulations that apply to the research project
• Determine if the research project needs to be reviewed by an Institutional Review Board (IRB)
• If so, complete and submit the necessary paperwork to the IRB
• Obtain the necessary permits, licenses, and/or certifications for the research project
• Obtain the necessary authorization or clearance from any third parties
• Set up any necessary contractual agreements with third parties
• Once all the necessary paperwork is completed, you can move on to the next step.

FAQ:

Q: What is a Research Agreement?

Asked by Laura on June 1st 2022.
A: A research agreement is a legally binding document that outlines the terms of a research project. It typically covers topics such as intellectual property rights, data privacy and security, confidentiality, and ownership of research outputs. It also sets out how any disputes will be resolved.

Q: What should I include in a Research Agreement?

Asked by David on May 15th 2022.
A: A research agreement should include details about the parties involved in the research project, the purpose and scope of the project, an outline of the responsibilities of each party, and any restrictions or limitations that apply. Additionally, it should cover topics such as intellectual property rights, data privacy and security, confidentiality, and ownership of research outputs.

Q: Can I use a standard Research Agreement?

Asked by Emily on April 4th 2022.
A: A standard research agreement can be useful as a starting point for creating your own, but you may need to customize it to meet the specific needs of your project. It’s important to remember that these agreements should be tailored to the particular circumstances of each project, so make sure you understand all the details before signing anything.

Q: What are some of the challenges associated with creating a Research Agreement?

Asked by Robert on March 23rd 2022.
A: Creating a research agreement can be complicated and time-consuming. It requires an understanding of the specific legal considerations that apply to the project in question, as well as knowledge of any applicable laws or regulations. Additionally, negotiations may be necessary to ensure that all parties are satisfied with the terms of the agreement.

Q: Are there any special considerations when creating a Research Agreement in different countries?

Asked by Sarah on February 12th 2022.
A: Yes, there are some important legal considerations when creating a research agreement in different countries. Depending on where your project will take place, you may need to consider different laws and regulations regarding intellectual property rights, data privacy and security, and other matters. It’s important to make sure that you understand all applicable rules before signing any agreements.

Q: What happens if I don’t have a Research Agreement?

Asked by Jason on January 1st 2022.
A: Without a research agreement in place, it can be difficult to ensure that all parties involved are adequately protected. Without an agreement in place, it’s possible for misunderstandings or disputes to arise regarding intellectual property rights or ownership of research outputs. It’s also important to remember that without an agreement in place, it may be difficult or impossible to enforce any restrictions or limitations on the use of information or data collected during the course of the project.

Q: How do I ensure my Research Agreement is legally binding?

Asked by Jennifer on December 10th 2021.
A: To ensure that your research agreement is legally binding, it should be signed by all parties involved in the project and witnessed (if required). Additionally, it should contain language which states that both parties intend for it to be legally binding with respect to its terms and conditions. It’s also important to note that certain clauses may need to be included in order for an agreement to be enforceable under applicable law.

Q: What happens if there is a dispute between parties under a Research Agreement?

Asked by Matthew on November 20th 2021.
A: If there is a dispute between parties under a research agreement, it’s important to first attempt to resolve it through negotiation or mediation before taking legal action if necessary. If negotiation fails or is not possible, then either party may have recourse under applicable law depending on which country’s laws govern the agreement. In some cases, disputes may need to be resolved through arbitration or litigation in court.

Q: How might Brexit affect Research Agreements?

Asked by Amanda on October 30th 2021.
A: Brexit could have an impact on research agreements due to changes in legislation as well as potential changes in taxation or tariffs which could affect costs associated with conducting research projects involving partners from multiple countries (including both EU member states and non-EU countries). It’s important for parties involved in such agreements to keep up-to-date with developments which may affect their ability to conduct business across borders after Brexit has taken effect.

Q: Are there any other potential risks associated with Research Agreements?

Asked by John on September 9th 2021.
A: There are several potential risks associated with research agreements including data breaches or misuse of confidential information; failure to meet deadlines; non-payment; non-compliance with regulations; and disputes over ownership rights or intellectual property rights (IPR). It’s important for parties involved in such agreements to carefully consider these risks before signing any agreements and put measures in place to mitigate them where possible.

Q: How can I protect myself when creating a Research Agreement?

Asked by Jessica on August 18th 2021.
A: The best way to protect yourself when creating a research agreement is to make sure you understand all applicable laws and regulations as well as all provisions included in the agreement itself before signing anything. Additionally, it’s important for both parties involved in such agreements to seek legal advice if necessary before signing anything so that they can fully understand their rights and obligations under the terms of the contract and any applicable law or regulation which may apply (such as those related to intellectual property).

Example dispute

Possible Lawsuits Referencing Research Agreement

• A plaintiff could raise a lawsuit against a company if they had signed a research agreement and the company failed to fulfill its obligations under that agreement.
• The plaintiff could reference legal documents such as the research agreement, the relevant civil law, and the applicable regulations that govern the agreement.
• The lawsuit could outline the information or actions that led to the lawsuit being raised, such as a failure to provide the necessary resources, provide accurate results, or comply with deadlines.
• If the plaintiff is successful, there may be potential for settlement or damages. Damages could include financial losses, legal fees, and other losses related to the breach of the research agreement.

Templates available (free to use)

Helpful? Want to know more? Message me on Linkedin