Research and development agreement

A research and development agreement is the contract by which one or more parties commission or jointly carry out research work with a view to obtaining technical results, inventions, software or data, and organise their ownership and exploitation. It is subject to no specific statutory regime in French law and is governed by the general law of contract, by the French Intellectual Property Code as regards the results and by competition law, in particular the EU block exemption regulation on research and development agreements.

The two main forms

Commissioned research, or a research services agreement, involves a sponsor who funds the work and a contractor, whether a public laboratory or a company, who performs it. Collaborative research brings together partners who each contribute resources and share the results. The latter frequently takes the form of a consortium agreement where the project receives public funding. In both cases the agreement distinguishes background knowledge, which each party retains, from the results of the project, whose allocation it governs.

Ownership of results

The general law does not automatically vest in the sponsor the results of the work it funds. A patent belongs to the inventor or to the inventor’s employer, and the economic rights in software or documentation arise in the author or in the author’s employer. The agreement must therefore contain an express assignment or allocation of the results, or set up co-ownership with rules on exploitation. It also deals with unpatentable know-how, the data generated and the researchers’ right to publish, which must be reconciled with the need not to destroy the novelty of an invention before filing.

Exploitation and competition

The exploitation clauses provide who files the titles, who bears the costs, which licences are granted to the partners and on what financial terms. Between undertakings, a research and development agreement must comply with Article 101 of the Treaty on the Functioning of the European Union. The block exemption regulation applicable to research and development agreements, Regulation (EU) 2023/1066, exempts, subject to market share thresholds, agreements that guarantee all parties access to the results and impose no hardcore restriction. The qualification of the expenditure incurred may also give entitlement to the research tax credit, which requires the work to be documented precisely.

Key points

Funding research confers no rights in its results without an express clause. The agreement must distinguish background knowledge from results, allocate the results or organise their co-ownership, govern publications and filings, and comply with competition law. It should be signed before the work begins and provide for the fate of the results in the event of early termination.

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This glossary entry is general in scope and does not constitute legal advice.

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