Legal Assistance For Research & Development Projects
Research and development are key parts of innovation and will often require collaboration between a number of parties to achieve such innovation. As a result, there will often be a need to enter into a series of agreements, depending on factors such as the stage at which the collaboration is happening and the nature of the parties involved. More business services from Tinsdills include:
Tinsdills recently expanded this department following an acquisition of Grindeys Solicitors
Helpful Guidance Throughout The Project
In order to protect the interest of the parties involved in any research and development project, it is advisable to enter into a specific agreement for such research and development which will regulate the obligations and responsibility of the parties. It may be that more than one agreement is necessary, depending on what stage the development is in, and these agreements may involve matters such as: how to set up the project between the parties; how to ensure that development stays within an appropriate schedule and within budget; any milestones for results; and what happens at the manufacturing stage of the research and development project.
One area of particular importance with any research and development project is likely to be the need to regulate ownership and transfer of any intellectual property rights or of other rights not attached to traditional IP (such as know-how and confidential information). Each party is likely to bring its own intellectual property and know-how to a project and new intellectual property may be created as a result of it. Understanding and regulating the background and foreground intellectual property is crucial in avoiding later disputes as to ownership, particularly at the stage of commercialising any research and development results.
At Tinsdills, we have a specialist team of business law solicitors who have expert knowledge and experience of the legal and commercial issues involved in research and development. We can assist with all aspects of your project, from the creation of any joint venture to the manufacture of products. resulting from your research and development project.
Whilst it is not a legal requirement to do so, it is prudent to ensure that you enter into a confidentiality agreement or non-disclosure agreement (NDA) with any third party before disclosing sensitive business information to them. A confidentiality agreement, or NDA, will provide a means for early-stage discussion of a project and for the parties to exchange enough information to gauge the interest and compatibility of the other before fully committing to the project.
Ownership of intellectual property rights in the results of a research and development project will depend on whether there is any agreement or common intention between the parties as to who will own the same. In the event that there is no such agreement in place, the parties may end up in dispute over ownership and it will be for the courts to decide who owns any intellectual property rights. It is therefore important to deal with ownership as part of any research and development agreement.
‘Know-how’ is technical or practical knowledge that results from research and development and usually relates to the way something is done. Due to the fact that know-how is not always written down it can be difficult to define. This technical or practical knowledge can be recorded in any form or can even be held in the memory of its inventor or a key employee of the business using such know-how (which, can cause problems in itself). It can include operating manuals, designs, blueprints and other technical information.
Until recently, there was no statutory definition of ‘know-how’. However, following a change in law on 1 January 2021, there is now a statutory definition of know-how in UK law. At law, ‘“Know-how” means a package of practical information, resulting from experience and testing, which is: (i) secret, that is to say, not generally known or easily accessible, (ii) substantial, that is to say, significant and useful for the production of the contract products, and (iii) identified, that is to say, described in a sufficiently comprehensive manner so as to make it possible to verify that it fulfils the criteria of secrecy and substantiality.’ (Article 1 of Retained Regulation (EU) 316/2014).
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