Master Alliance Provisions Guide (MAPGuide)

AUTM Model Inter-Institutional Agreement

  • Consortium structure & management

Basic Principles

  • The Model IIA was developed by a diverse group of research institutions as a template to start any inter-institutional negotiation on research collaboration.
  • AUTM is only a provider for template agreement. It is not a party of the collaboration using this agreement.

Internal Organizations

  • Lead Institution:[1]
    • The Lead Institution plays an important and central role in the management of the collaboration and decision-making in key issues like protection and exploitation of Results.
    • The Lead Institution retains an “Administrative Fee” in compensation for acting as lead under this Agreement.

Key Features

  • IP Protection:[2] (AUTM Model IIA §2)
    • The Lead Institution has the responsibility, authority and ultimate discretion to seek patent protection. This authority may not be delegated to other institutions unless approved by other institutions for a particular licensee.
    • The Lead Institution must make reasonable efforts and keep other institutions reasonably informed. The Lead Institution must notify other institutions before abandoning the prosecution or maintenance of the patent, and other institutions may take over such prosecution or maintenance at its own cost.
    • The Lead Institution will be solely responsible for ensuring that all Patent Expenses are paid in a timely manner. Other Institutions will reimburse the Lead Institution for their shares of patent expense. The Lead Institution must notify other institutions before incurring extraordinary patent expenses.
  • IP Exploitation: (AUTM Model IIA §3)
    • The Lead Institution has the exclusive authority and final discretion to negotiate, execute, and administer license agreements.
    • The Lead Institution must use reasonable efforts for the interests of the parties, and will provide other institutions with copies of the license agreements and their amendments.
    • The Lead Institution will have the responsibility and authority to receive and collect the license consideration, and can retain for itself or reimburse other institutions the relevant expenses. If the license consideration includes equity in the licensee, the Lead Institution will allocate the equity among the parties.
  • Indemnity and Limitation of Liability: (AUTM Model IIA §11)
    • No party makes any warranties.
    • No party of the collaboration is liable for any indirect damages

[1] There is no definition for “Lead Institution” in the agreement and it is not clear how it is appointed or elected.

[2] IIA does not distinguish backgrounds and result. It deals with the protection and exploitation of technology involved in the collaboration generally. The Agreement gives the Lead Institution sole control over patent prosecution, subject to the requirement to work with the Other institutions to make decisions to give due consideration to any recommendations by the other institutions.