Model Agreement


Sample Cooperative Research Agreement

between a Research Organization and a Corporation


By: Dr. Frederic Erbisch, Director (Retired), Office of Intellectual Property, Michigan State University, USA






This Agreement is entered into by _____________________ a research organization established under _____________ laws (hereinafter INSTITUTE), having its principle office at _____________________________________________________; and

_______________________________________ a ________________ organized under the laws of ___________________________ (hereinafter COOPERATOR I), having its principle office at ___________________; and ___________________________________ a ____________________ organized under the laws of ___________________________ (hereinafter COLLABORATOR II), having its principle office at ______________________________________.

Witnesseth that:

WHEREAS, researchers at INSTITUTE, COLLABORATOR I and COLLABORATOR II are collaborating and continue to collaborate on research pertaining to _______________ and,

WHEREAS, certain intellectual property including patents and patent applications and plant varieties may be derived from this collaborative research effort; and,

WHEREAS, the researchers agreed at the onset of the that the Joint Project (as defined in Article I) would be a joint effort and that the intellectual property or any other benefits that might be derived from the collaboration would be commonly owned by the researchers and their respective institutions; and,

WHEREAS, INSTITUTE, COLLABORATOR I and COLLABORATOR II wish to provide for the handling and division of the patenting costs and the monies received from any option to license or license under said patent rights,

NOW THEREFORE, in consideration of the mutual benefits to be derived hereunder, the Parties agree as follows:





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Article I – Definitions

1.1    ”Intellectual Property” shall mean patents, copyrights, trademarks, plant variety certification and any other forms of intellectual property protectable under the country's law.

1.2     ”Joint Ownership” shall mean two or more of the Parties have employees that are co-inventors to Intellectual Property.

1.3   ”Joint Project” shall mean a collaborative research program between Parties involving researchers __________________, ___________________, ______________________, and ______________________ and such other researchers who may participate in this project titled________________________________ _________________________________________________________.

1.4      “Party” shall mean INSTITUTE, COLLABORATOR I  and COLLABORATOR II individually or collectively they shall be referred to as “Parties”.





Article II – Proprietary Rights

2.1      Title to Intellectual Property will be with the originating Party unless there is Joint Ownership

2.2      Handling of Intellectual Property

2.2.1   INSTITUTE will be responsible for the patenting and licensing of Intellectual Property with Joint Ownership.  There will be joint assignment to Intellectual Property with Joint Ownership to the contributing Parties.

2.2.2   Intellectual Property made solely by one Party will owned and controlled by that Party.  Controlled means said Party will be in control of all decisions concerning patenting and licensing, and said Party will retain all royalties resulting from the licensing.     In all instances, counsel chosen to prosecute patent application, after or plant variety certification shall be made aware of the nature of the Joint Project and shall be charged with determining inventorship in accordance with law soliciting facts, if any, from each Party.

2.3        Licensing and Use

2.3.1     Licensing of jointly developed invention shall only be by mutual agreement of PartiesINSTITUTE shall take the lead in identifying potential licensees and negotiating license agreement(s)  following consultations with the other two Parties.

2.3.2   Inventions developed by individual Parties under the Joint Project shall be available to the other two institutions through a non-exclusive, royalty-free license to use such inventions for internal, non-commercial purposes.

2.4     Other institutions or parties may be added to the Joint Project via a subcontract or some other mechanism for the purpose of facilitating the research.  INSTITUTE, COLLABORATOR I, and COLLABORATOR II will remain the primary Parties for the determination of patenting and Intellectual Property ownership and the other institutions which may be added to the Joint Project shall be secondary in the decision-making process pertaining to proprietary rights.




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