Technology Transfer Agreement Template for England and Wales

A Technology Transfer Agreement lets one organization share its technical innovations, knowledge, or intellectual property with another. These contracts are common when universities license research breakthroughs to companies, or when businesses collaborate on developing new products in the UK market.

Under English law, these agreements spell out exactly how the technology can be used, what royalties or fees apply, and what happens if something goes wrong. They typically cover patents, trade secrets, software code, and technical know-how, while following UK competition rules and intellectual property regulations. Good agreements protect both sides and make innovation partnerships work smoothly.

Technology Transfer Agreements become essential when you're ready to share valuable technical innovations with other organizations. Common scenarios include universities commercializing research findings, tech companies licensing proprietary software, or manufacturers sharing specialized production methods with international partners.

These agreements prove particularly valuable during collaborative R&D projects, joint ventures, or when expanding into new markets across the UK. They help protect your intellectual property rights while setting clear terms for knowledge sharing, technical support, and commercial exploitation. Getting these agreements in place early prevents disputes and ensures both parties benefit from the technology transfer relationship.

• Research & Development Transfer: Focuses on sharing scientific discoveries and technical knowledge between academic institutions and commercial partners, with detailed provisions for experimental validation and scaling
• Software & IT Transfer: Covers code, algorithms, and digital solutions, including source code access, maintenance obligations, and update requirements
• Manufacturing Process Transfer: Details production methods, quality standards, and technical specifications for industrial applications
• Patent Licensing Transfer: Specifically structured for patent rights commercialization, including territory restrictions and improvement rights
• Know-how Transfer: Emphasizes practical knowledge sharing, training requirements, and ongoing technical support obligations

• Research Institutions: Universities and research centers that develop new technologies and seek to commercialize their innovations through Technology Transfer Agreements
• Technology Companies: Both established firms and startups looking to license or acquire technical innovations for commercial use
• IP Solicitors: Legal professionals who draft and negotiate the agreements, ensuring compliance with UK intellectual property laws
• Technology Transfer Officers: Specialists who manage the transfer process and maintain relationships between parties
• Commercial Directors: Business leaders who evaluate commercial terms and oversee implementation of transferred technologies

• Technology Details: Document the specific innovations, patents, software, or know-how being transferred, including any technical specifications or limitations
• Usage Rights: Define exactly how the recipient can use the technology, including territorial scope and any industry restrictions
• Financial Terms: Outline all payments, including upfront fees, royalties, and development costs
• Support Obligations: Specify what technical assistance, training, or ongoing support will be provided
• Due Diligence: Verify ownership rights, existing licenses, and any third-party claims before drafting the agreement
• Compliance Check: Ensure alignment with UK competition laws and sector-specific regulations

• Parties & Scope: Clear identification of all parties and detailed description of the technology being transferred
• Grant of Rights: Specific terms of the license, including territory, duration, and any usage restrictions
• Payment Terms: Detailed fee structure, royalty calculations, and payment schedules
• Technical Support: Obligations for implementation assistance, training, and ongoing maintenance
• IP Protection: Confidentiality requirements and measures to protect intellectual property rights
• Termination Rights: Clear conditions for ending the agreement and post-termination obligations
• Dispute Resolution: Jurisdiction choice, governing law, and agreed methods for resolving conflicts

A Technology Transfer Agreement differs significantly from a Material Transfer Agreement in several key aspects, though both involve transferring assets between organizations. Understanding these differences helps you choose the right agreement for your situation.

• Subject Matter: Technology Transfer Agreements cover intellectual property, technical knowledge, and innovation processes, while Material Transfer Agreements focus on physical research materials, specimens, or compounds
• Usage Rights: Technology transfers typically grant broader commercial exploitation rights, whereas material transfers often limit use to specific research purposes
• Duration: Technology transfers usually establish long-term relationships with ongoing support, while material transfers tend to be one-time exchanges with finite research periods
• Commercial Terms: Technology transfers include detailed royalty structures and commercialization rights, while material transfers rarely involve commercial rights or complex payment terms