R2B contracts: complexities and considerations when contracting with universities and other not-for-profit research organisations

1. Universities, research institutes, hospitals, U.S. federal labs, and other research-practicing entities (together, RPEs) are increasingly entering into contracts with commercial enterprises, for funding of research, licensing of intellectual property, and other forms of collaboration.

2. RPEs’ primary purpose is to generate and disseminate knowledge (and in some cases, to teach), and their staff may be evaluated on the quality and number of their publications. They may also be required by law and by public funding terms to act in the public interest, rather than to support the private interests of commercial enterprises.

3. RPEs may need to involve multiple internal stakeholders in any decision to contract with a commercial business.

4. The mismatch of priorities and decision-making processes between RPEs and industry can be a source of frustration for both parties, both in the negotiation and in the performance of contracts. Those frustrations can be mitigated if each party takes the time required to understand what the other wants and needs from any collaboration.

5. This article describes some of the legal and cultural features and constraints that RPEs face when entering into and performing contracts with the industry.