Standard Agreements

Sample Agreements for Licensing Intellectual Property and Establishing Startup Companies 

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Sample Agreements for Commercialization of Open Source, Non-Patent, Non-Copyright Intellectual Property

Contact the Office of Technology Licensing for guidance on whether these agreements are appropriate for your situation and for assistance with the process of establishing them at UC Berkeley.

Innovation Access Agreement -- See sample IAA (PDF)
Open Source Software Startup Program -- See sample Open Source Software Startup Good-Standing Agreement (PDF)
Special, Non-Exclusive, Royalty-Free Intellectual Property License for COVID-19 Research and Development and Commercialization

Sample Non-Exclusive License Agreements

Contact the Office of Technology Licensing for guidance on whether these non-exclusive license agreements are appropriate for your situation and for assistance with the process of establishing them at UC Berkeley.

Sample Non-Exclusive License Agreement (PDF)
Sample Non-Exclusive License Agreement for Therapeutics and Diagnostic Fields (PDF)
Sample Non-Exclusive Software Copyright Agreement (PDF)

Sample Exclusive Option, Letter, and License Agreements

Contact the Office of Technology Licensing for guidance on whether these agreements are appropriate for your situation and for assistance with the process of establishing them at UC Berkeley.

Sample Startup Exclusive License Agreement with Equity (PDF)
Sample Startup Exclusive License Agreement without Equity (PDF)
Sample Option for an Exclusive License Agreement (PDF)
Sample Exclusive License Agreement with Equity for Therapeutics and Diagnostic Fields (PDF)
Sample Exclusive License Agreement without Equity for Therapeutics and Diagnostic Fields (PDF)
Sample Exclusive Software Copyright Agreement with Equity (PDF)
Sample Startup Letter Agreement (PDF)

Stock Issuance Agreement

Contact the Office of Technology Licensing for guidance on whether this agreement is appropriate for your situation and for assistance with the process of establishing a stock issuance agreement at UC Berkeley.

Sample Stock Issuance Agreement (PDF)

Licensing Process

Review the process for licensing a UC Berkeley technology and how to influence the pacing.

IP Commercialization Pathways

See a comparison chart of agreement types and terms

Types of Agreements Negotiated by IPIRA

The Office of Technology Licensing (OTL) and the Industry Alliances Office (IAO) negotiate the following research-related agreements on behalf of UC Berkeley with industry sponsors and collaborators. These peer divisions of the Intellectual Property and Industry Research Alliances Office (IPIRA) also process and negotiate material transfer, data use, and software agreements with for-profit, nonprofit, and governmental entities. 

Contact the Office of Technology Licensing for:

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Berkeley RIC FLEXIE Agreements

Berkeley Research Infrastructure Commons facilities are available to industry users for commercial purposes under commercial rate structures and business-friendly intellectual property terms. The Berkeley RIC Faculty Lab eXceptional-use for Innovation & Entrepreneurship (...

Confidentiality or Nondisclosure Agreements (CDA/NDA)

Confidentiality or Nondisclosure Agreements (CDA/NDA) allow researchers to exchange confidential or proprietary information prior to establishing a research collaboration or project. CDAs and NDAs are contracts that limit the use and disclosure of confidential information. At times, a UC Berkeley researcher and a company may want to share or receive information that they consider confidential. These disclosures can occur in the course of discussing potential research collaborations. ...

Data Use and Data Access Agreements (DUA and DAA)

Research Data Use Agreements (DUAs) are contracts that govern the transfer of data between two organizations. Similar to a Data Use Agreement, a Data Access Agreement (DAA) is an agreement used to gain access to another party's secure data site to use the data there; no data transfer takes place.

The Industry Alliances Office is designated to review, negotiate, and sign agreements on behalf of UC Berkeley for receiving research data from an outside organization.

The Office of Technology Licensing is designated to review, negotiate, and sign...

Equity Agreement

See sample equity agreement templates with UC Berkeley standard terms and conditions. Contact the Office of Technology Licensing for assistance establishing an equity agreement at UC Berkeley.

Intellectual Property License Agreements

UC Berkeley offers a variety of approaches for companies interested in leveraging the innovations developed by UC Berkeley researchers. These approaches facilitate the rapid and widespread commercialization of innovations for public benefit, while also funding the academic research and education that drive future breakthroughs.

Primer on the different forms of licensing arrangements that companies can explore for commercializing UC Berkeley research discoveries, with UC Berkeley standard terms and conditions. Comparison of pathways for IP commercialization (chart)

Samples of UC Berkeley standard agreements for licensing intellectual property and establishing startup companies are available for download.

Sample Exclusive Option, Letter, and License Agreements Sample Non-Exclusive License Agreements Sample Agreements for Commercialization of Open Source, Non-Patent, Non-Copyright Intellectual Property

Contact the Office of Technology Licensing for assistance establishing a license agreement at UC Berkeley.

Inter-institutional (IIA) or IP Management Agreements

Inter-institutional agreements (IIAs) or IP Management Agreement are used in instances where an invention is jointly made by a University employee and someone from outside the University. It spells out which party will take the lead on patenting and licensing the resultant intellectual property as well as various other terms.

Letters of Intent

A letter of intent (LOI) provides a company with a time-limited negotiation period in which to negotiate a license agreement. It is typically used in instances where the company would like to “lock up” the intellectual property rights while conducting due diligence or speaking with investors and other potential partners.

Material Transfer Agreements (MTA)

Material Transfer Agreements (MTAs) are contracts that govern that govern the transfer of tangible research materials between two organizations.

The Industry Alliances Office is designated to review, negotiate, and sign agreements on behalf of UC Berkeley for receiving research materials from an outside organization.

The Office of Technology Licensing is designated to review, negotiate, and sign agreements on behalf of UC Berkeley for sending research materials to an outside organization.

Learn more about setting up an agreement for...

Startup Agreements

See sample startup agreement templates with UC Berkeley standard terms and conditions. Contact the Office of Technology Licensing for assistance establishing a startup agreement at UC Berkeley.

Stock Issuance Agreement

Contact the Office of Technology Licensing for guidance on whether this agreement is appropriate for your situation and for assistance with the process of establishing a stock issuance agreement at UC Berkeley.

Sample Stock Issuance Agreement (PDF)

Contact the Industry Alliances Office for:

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Agricultural Marketing Board Agreements

Agricultural Marketing Boards are required to use portions of their funding to support research at the University of California. The Industry Alliances Office facilitates and signs research funding agreements from Agricultural Marketing Boards - organizations created to help provide stable markets for dairy products, fruits, vegetables and specialty crops...

Confidentiality or Nondisclosure Agreements (CDA/NDA)

Confidentiality or Nondisclosure Agreements (CDA/NDA) allow researchers to exchange confidential or proprietary information prior to establishing a research collaboration or project. CDAs and NDAs are contracts that limit the use and disclosure of confidential information. At times, a UC Berkeley researcher and a company may want to share or receive information that they consider confidential. These disclosures can occur in the course of discussing potential research collaborations. ...

Data Use and Data Access Agreements (DUA and DAA)

Research Data Use Agreements (DUAs) are contracts that govern the transfer of data between two organizations. Similar to a Data Use Agreement, a Data Access Agreement (DAA) is an agreement used to gain access to another party's secure data site to use the data there; no data transfer takes place.

The Industry Alliances Office is designated to review, negotiate, and sign agreements on behalf of UC Berkeley for receiving research data from an outside organization.

The Office of Technology Licensing is designated to review, negotiate, and sign...

Industry Affiliate Program Agreements

An IAP is a University research program – organized, hosted, and directed by Berkeley faculty and/or staff – focused on a specific area of research of common interest with private industry, and funded by industry membership fees. Participating companies sign an IAP membership agreement. Learn more

Industry Sponsored Institute Agreements

An Industry Sponsored Institute (ISI or Institute) is established, organized, hosted, and directed by Berkeley faculty and/or staff and funded by private industry. An Institute is created through an ISI Master Agreement between UC Berkeley and an industry sponsor with appendices which may include: master sponsored research agreement and a form of task order, intellectual property license terms, lease agreement, and other appendices as relevant. Learn more about ...

Industry Sponsored Research Agreements

Sponsored Research Agreements (SRAs) are used when an outside entity funds research at UC Berkeley. IAO handles SRAs funded by for-profit companies. Sponsored research agreements (SRAs) are used when a company is going to fund a research project at a lab at the University. The SRA spells out various items such as the scope of work of the project, the budget and various legal terms and conditions. For more information on sponsored research agreements please visit Industry Sponsored Research. All SRA budgets include UC Berkeley’s federally-negotiated indirect cost rate as part of the budget.

Sample Sponsored Research Agreement (PDF file)
Subaward Request
Proposal Checklist for Principal Investigators

Innovation Services Agreements

UC Berkeley's Office of Intellectual Property and Industry Research Alliances (IPIRA) offers a variety of Innovation Services to design, negotiate, and execute contractual agreements between the university and third parties that leverage or support Berkeley's dynamic innovation and entrepreneurship (I&E) ecosystem. These Innovation Services include:

Program Design Policy Vetting and Diligence Drafting and Executing Agreements

Learn...

International Contracts and Grants with Industry

The UC Berkeley Industry Alliances Office negotiates research contracts and grants with international companies. Learn more about international research and institutional collaboration contracts.

Material Transfer Agreements (MTA)

Material Transfer Agreements (MTAs) are contracts that govern that govern the transfer of tangible research materials between two organizations.

The Industry Alliances Office is designated to review, negotiate, and sign agreements on behalf of UC Berkeley for receiving research materials from an outside organization.

The Office of Technology Licensing is designated to review, negotiate, and sign agreements on behalf of UC Berkeley for sending research materials to an outside organization.

Learn more about setting up an agreement for...

SBIR and STTR Subcontract Agreements

The Industry Alliances Office negotiates, reviews, and signs proposals for UC Berkeley to participate as a subcontractor on a company's Small Business Innovation Research (SBIR) or Small Business Technology Transfer (STTR) grant. Learn how to collaborate on an SBIR or STTR grant

Venture Capital Sponsored Research Agreements

Venture capital firms can fund research at UC Berkeley that may lead to intellectual property (IP), which a VC-designated startup company (a NewCo) can license. There are several approaches for structuring this kind of collaboration. Learn more.

Decision Support Tool for Contracts

Determine which office is authorized to develop and execute the agreement you need