Lambert Agreements

The UK Department for Innovation, Universities & Skills has updated its Lambert Tool Kit for Collaborative Research. You can find the documents here:

http://www.innovation.gov.uk/lambertagreements/index.asp

The Toolkit provides template agreements that are intended to “maximize innovation” and to “encourage university and industry collaboration and sharing of knowledge”. Under the heading “Innovation and Compromise” the Toolkit header acknowledges that the templates are not “an ideal position” but instead are a “workable and reasonable compromise”. Really. I’ve worked through the “Research Collaboration Agreements” and made an extensive annotated mark up. I agree–these templates are not ideal.

But further, they are rather badly conceived and constructed. Which is very disappointing. We can take them apart on three fronts. At the most concrete, they are inconsistent, badly handle key definitions, leave out really important stuff while belaboring odd details. This happens all the time, of course, and is a bane of good drafting. But for templates this long in the works, it suggests things haven’t been reviewed carefully. At a second level, the templates take a strange approach to compromise in sponsored research, showing little insight into key issues for either side, and leaving clauses that can be exploited in truly adverse ways. I can’t imagine many alert company-side officers being satisfied with how things are handled. Finally, at a top level, the templates do not live up to their billing in terms of maximizing innovation or sharing knowledge.

The Lambert templates are basically conventional research services procurement documents that throw a gesture toward typical university expectations of management–a PI, a scope of work, funding. The gestures toward innovation are paltry and expected, the sharing of knowledge is marginalized in favor of rights and confidentiality, and the role of the university as a steward for independent commentators on an area of science or technology goes unrecognized. Worse, the concepts behind collaboration are starkly undeveloped. It would appear “collaboration” means “send money and take rights”. This is a deep fixation on money and ownership that might take more than a few bits of discussion to undo. Certainly it’s not so much a matter of negotiation as it is epiphany. We may have differences on what a collaboration can be, but surely it’s more than money and ownership.

If the templates represent a compromise, it is of the shot-gun sort of varying degrees of master-slave relationship, with the sponsor as master. If the templates aim to maximize innovation, it must be because any sponsor who shows up with however small sums is given heart to buy out any line of university research, with no diligence to speak of, and somehow this maximizes innovation. What happens to open innovation? What happens to tools, platforms, standards, infrastructure–whether for community, the research community, or an industry segment? What happens to entrepreneurship, economic development, start up ventures, new business clusters, and attraction of private investment? All that is missing from the Lambert Tool Kit. Which is too bad, because we really do need examples of strategies, and contracts where necessary to enable them, that do contribute to a push for innovation in a given area, with competitive opportunities, with returns for participants.

There is a huge amount of stuff underlying how things work here. I’ll try to get at some of the issues in later posts. For now, I wish the Lambert Tool Kit folks the best, and encourage them to rework their templates to take into account 1) the creative asset represented by an unfettered university research program; 2) the impact on the broader research effort of “kept university” contracting as proposed by the Lambert Tool Kit; and 3) the various forms by which research assets are deployed–for good value–quite apart from ownership claims by either the university or any sponsor. I can understand that the drafters of the Lambert documents were trying to be anything but innovative in the development of their compromise documents. What we really need, however, is a new class of documents enabling the (often new) relationships that typify a knowledge economy rather than a manufacturing one.