Drafting and negotiating research services contracts: scope, key personnel, consents and licences, reporting, fees, confidentiality, IP ownership, warranties and indemnities, liability limits, termination, and practical guidance for commissioners and providers
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Practice notes
Practice Note
This Practice Note sets out the principal issues in research services contracts from the standpoints of both the provider and the commissioning party. It assesses matters concerning the project scope and key staff, who secures regulatory permissions or approvals, any required third-party licences, available resources, the agreed reporting arrangements and process, fees, confidentiality, background and foreground intellectual property rights (IPRs), handling of research outputs, trade marks, warranties, indemnities, limitations on liability and termination.
These agreements are needed where a business is outsourcing research to a third party with specialist knowledge and skills. In practice, the research services provider might be a university or other academic institution, or a contract research organisation whose sole activity is delivering research services. For example, such arrangements are particularly prevalent in the pharmaceutical and biotechnology sectors, though they may equally be adopted in other areas. They are distinct from collaborative and joint research projects because, once the agreement ends, the research services provider typically has no continuing role in the project and will not obtain or keep any IPRs that subsist in the research results.
For examples of agreements which can be used for collaborative and joint research projects, see Precedents:
- Collaboration agreement
- Research and
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Web page updated on 21/05/2026
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