Drafting and Negotiating Contracts with Universities

CPD One-Day Seminar

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 considered in the workshop will include practical aspects of:

• 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

For more information about the course see our website at:

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