Drafting and negotiating contracts with universities

Course dates

18 February 2020

About this course

Contracts with universities can be a source of deep frustration for the inexperienced business manager. The contract terms that universities ask for, and the way in which they negotiate those terms, may appear counter-intuitive for someone who is used to working within a commercial environment.

This unique course will help you to understand the legal and policy environment of universities, and how and why they negotiate contracts with industry in the way that they do. By explaining the constraints within which universities operate, and providing practical examples of contract wording to illustrate the points being made, we will help you to navigate the world of university contracts.

Universities are large organisations that typically employ thousands of people, and have annual turnovers running into millions of pounds. Like other large enterprises, they enter into many types of contract. Their ‘suppliers’ range from multi-national companies to individual consultants. Their ‘customers’ include students, sponsors of research, and licensees of intellectual property. They often collaborate with other organisations on research, teaching and other subjects.

Unlike commercial enterprises, the ways in which universities enter into contracts, and the terms of those contracts, are not driven purely by commercial considerations. As public bodies, universities are bound by special UK and EU laws and policies, including laws on freedom of information and state aid. As charities, they are required to act in accordance with their charitable purposes. As tax-exempt bodies, they must avoid commercial trading. As the recipients of funding from a variety of public, charitable and commercial sources, they must ensure that their contracts are consistent with their terms of funding. Their organisational structures and priorities are focussed on their primary mission of research and teaching, and they generally require their contracts to be aligned with that mission.

Understanding this mixture of legal, policy and organisational factors is essential for anyone who wants to draft workable university contracts and conduct efficient negotiations over contracts. Failure to understand them can cause frustration and inefficiency in contract negotiations. Similar considerations apply for contracts involving other public or charitable bodies, such as non-university research institutions, NHS Trusts, local government organisations, and funding charities.

This unique course will explain the main factors that those drafting and negotiating university contracts need to consider. We will discuss practical examples of contract terms that are affected by those factors. Whether you come from a commercial environment and want to work efficiently with universities, or work in a university environment and want to improve the process of contracting with industry, this course will provide you with practical information that should help you to achieve workable agreements.

Specific topics to be covered include:

• The legal framework: relevant laws affecting public bodies, charities, and educational institutions
• Policy considerations: university policies affecting research, employment, students, contracts, etc.
• Institutional and individual objectives, priorities, attitudes and organisational issues: how these affect the negotiation of contracts
• International aspects: selected differences and similarities affecting universities in other countries

And more specifically, how these topics affect contract terms such as:

• Financial issues: Including full economic costing and state aid rules
• Academic publications: The need to publish results of research – relationship with confidentiality, patenting, data protection and freedom of information
• Ownership of intellectual property: including problems with assignment, state aid rules, licensing practice, access to background IP
• Legal liability and responsibility: including universities’ attitudes to risk, due diligence and commercial engagement

By attending the course, you will become well-equipped to deal with these issues, explain them in negotiations, draft more appropriate contract terms and achieve better outcomes.

Who should attend

This mid-level course is designed for anyone who has responsibility for drafting and negotiating contracts to which one or more of the parties is a university or other public or charitable body. You might work in a university or in a company that enters into contracts with universities, or you might be an external adviser to such an organisation. You should be familiar with the general content of commercial agreements and have experience of negotiating them. Ideally, participants will have had at least a year’s experience of negotiating university contracts and will now wish to gain a more detailed understanding of their special requirements. The course is suitable for:

• Business executives, whether in small and medium enterprises (SMEs) or larger companies, who enter into contracts with universities
• Contracts managers and knowledge transfer managers in universities
• In-house and external legal advisers
• Others who are involved in university contracts, including finance managers, business development managers and project managers
• Others who wish to understand this subject more fully, including academic researchers

Learning hours

This course has 6 learning hours. 

Course Schedule

09:00	Registration
09:30	Introduction
09:45	Legal framework: universities’ obligations as public bodies and charities; how the tax regime affects universities; effect on contract structures and terms, including public procurement rules, approval of contracts, use of subsidiaries, arms-length payment terms and state aid, publications and confidentiality, ownership of IP, other detailed terms of contracts
11:00	Coffee
11:15	Policy issues: full economic costing; terms of academic employment; terms of student enrolment; IP policies; conflicts of interest; policies on academic assessment; effect on contracts with external organisations
12:00	Practical exercises; discussion of answers
12:45	Lunch
13:45	Organisational and operational issues: relationship of academic department to central administration; their priorities for contracts; authority to enter into contracts; role of contracts managers and knowledge transfer managers; overall experience of negotiating; appetite for risk; extent of due diligence done by universities; practical aspects of negotiating with universities compared with commercial companies
14:45	International comparisons: selected examples of university contracting practice in the USA and other European countries, and how these differ from the UK
15:15	Tea
15:30	Contractual constraints and obligations: funding terms of government, research councils, large charities, EU organisations; prior agreements, including material transfer agreements, confidentiality agreements; access to background IP; contractual mechanisms including easy access IP
16:15	Group discussion: working through a research collaboration agreement; finding a workable compromise on contentious clauses
17:00	Course ends

About the Tutor

The workshop has been designed, and will be run, by Mark Anderson. His credentials are:

Solicitor: He is a practising solicitor, who is recommended in Chambers Directory for both life science transactions and IP. He is recommended in the international guide, IAM Patent 1000 2013, as a leading UK lawyer in the field of IP licensing. His blog on IP contracts, IP Draughts, was made a member of the Blawg100 by the American Bar Association in 2012. He is a Certified Licensing Professional (a qualification established by the Licensing Executives Society (US and Canada)). Trainer: He has run CPD courses on IP and contract subjects since the 1990s. He is a visiting lecturer at the UCL Faculty of Laws, and is the course director of a 5-day course, Intellectual Property Transactions: Law and Practice, which is run by UCL’s Institute of Brand and Innovation Law. This course has won two awards: (1) a Law Society Excellence Award (Highly Commended) in the Learning and Development category, and (2) a UCL Provost’s Teaching Award. Author: He is the author or co-author of 7 practitioner texts on IP and contract drafting subjects, published by OUP, LexisNexis, Bloomsbury and Law Society Publishing. These include:

• Technology Transfer (3rd edn, Bloomsbury, 2010). ‘All practitioners who deal with technology transfer arrangements in England and Wales should own a copy of this work.’ (Journal of E-commerce, Technology and Communications)
• Drafting and Negotiating Commercial Contracts (3nd edn, Bloomsbury, 2010). ‘It is one of the best, if not the best, texts on the principles of commercial drafting… The material is extremely well written and accessible.’ (Student Law Journal).
• Execution of Documents (2nd edn, Law Society, 2008). ‘This is, for a highly technical law book, a riveting read. Keep it on your shelves and you’ll be confident that you will have the answer to most issues about how to make a legal document work.’ (New Law Journal)
• A-Z Guide to Boilerplate and Commercial Clauses (3nd edn, Bloomsbury, 2010). ‘An extremely useful reference work, the book will be of great benefit to in-house counsel drafting commercial contracts’ (the In-House Lawyer). ‘[The book] is very useful and I hope that it will reach a wider audience.’ (His Honour Humphrey Lloyd QC, The International Construction Law Review).

Drafter: He and his colleagues have drafted hundreds of precedents for commercial contracts, which have been published by OUP, LexisNexis and others. Their latest project is a 1,500-page loose-leaf for OUP comprising precedents and associated commentary on international life science agreements. As General Editor, Mark has coordinated commentary from commercial lawyers in 7 countries, including the UK, US, Germany and France. This has provided him with detailed insights into drafting issues in several common law and civil code jurisdictions.

Fees

Early bird fees are available until 21 days before the start of the course
Early Bird Standard = £510
Early Bird  Group Ticket / IBIL Sponsor / UCL alumni = £433.50

Standard fee = £600
Standard Group Ticket / IBIL Sponsor / UCL alumni = £510

Queries

If you have any queries about this course please email Lisa Penfold in the UCL Faculty of Laws at lisa.penfold@ucl.ac.uk

Book for the Course