Master Alliance Provisions Guide (MAPGuide)

Lambert Agreement D

  • Consortium structure & management

Basic Principles

  • The Lambert Toolkit was created for universities and companies who wish to undertake collaborative research projects.
  • The Lambert Toolkit was prepared by the Lambert Working Group, and consists of (1) a set of 5 model research collaboration (one to one) agreements; (2) 4 consortium (multi-party) agreements; (3) a decision guide; (4) guidance documents.
  • The objectives of the toolkit are to: (1) facilitate negotiations between potential collaborators; (2) reduce the time and effort required to secure agreement; (3) provide examples of best practice.
  • The key elements of the Lambert agreements are: (1) the ownership and rights to use the results of the project; (2) the financial and other contributions made by the commercial sponsor; (3) the university’s use of the results for academic purposes.
  • Comments: Lambert is only a provider for template agreements. It is not a party of the collaboration using this agreement.

Internal Organization

  • Project Manager (§2)
    • The Project Manager is the appointed by the Lead Party and serve as the Lead Party’s representative on the Steering Committee.
    • Each party will provide the Project Manager with periodic report summarizing the progress of the Project and the Results, and the Lead Party will ensure that the Project Manager keeps all the parties informed about the process of the Project and the Results. A copy of each party’s report will be circulated to each member of the Steering Committee with the written notice for the relevant meeting.
    • In addition to his duties under the Funding Conditions, the Project Manager will: (1) be the primary conduit for exchanges of information with the Funding Body; (2) be responsible to the Steering Committee for the day-to-day management of the Project; (3) be responsible for the financial administration of the Project as required by the Funding Conditions; (4) be responsible for implementing decisions taken by the Steering Committee; (5) prepare progress reports as required by the Funding Body; and (6) monitor the progress of the Project.
  • Steering Committee (§§1&3)
    • This committee is made up of one representative nominated by each of the Parties. The Parties will ensure that the Steering Committee meets regular at venues to be agreed.
    • Each party will, through its representative or his alternate, have one vote in the Steering Committee. Decisions will be taken by a simple majority except where a decision necessitates a change to the Project Plan or a change to the allocation of any funding, where any decision must be unanimous.

Key Features

  • Management of IP on Backgrounds:
    • The Agreement does not affect the ownership of any IP in any Background. (§4.1)
    • Each party grants to each of other parties a royalty-free, non-exclusive license to use its Backgrounds for the purpose of carrying out the Project. Use beyond the purpose of the project can be negotiated. (§4.9)
  • Management of IP on Results:
    • The party that creates or generates any Result will own the IP in that Result. The owner of the Result may take such steps as it may decide from time to time, at its expense and sole discretion, to register and maintain any protection for that Intellectual Property, including filing and prosecuting patent applications for any Result, and taking any action in respect of any alleged or actual infringement of that Intellectual Property. (§4.3)
    • If it was created or generated by two or more parties jointly and impossible to distinguish each party’s contribution, joint ownership in equal shares. (§4.4) Each joint owner can deal with and exploit the Result as though it were the Sole Owner, without harming other joint owner’s rights and interests in the same result. (§4.5)
    • Each party grants to each of other parties a royalty-free, non-exclusive license to use its Results for the purpose of carrying out the Project. (§4.8)
  • Indemnity and Limitation of Liability:
    • Warranties. Two approaches: (1) warranties of non-infringement; (2) no warranties. 8.1: other warranties are excluded to the fullest extent permitted by law. (§7.1)
    • Indemnity. The parties indemnify each other against any claims made as a result of the indemnifying party’s use of Result or other materials received from the indemnified party. No indemnification for the indemnified party’s negligence, deliberate breach of this agreement, breach of confidentiality obligation and its intentional infringement to third party’s IP. (§7.3)