#R&D Agreement Lawyer in France

A research and development agreement organises how the value created by innovation is shared. Who will own the results? How do you protect know-how that cannot be patented? What happens to the developments if the project fails or the relationship ends? If these questions are not settled at the outset, they become major disputes. We assist companies, laboratories, deeptech start-ups and industrial partners in making their collaborations legally sound.

Who we advise

We advise the commissioning parties who fund the research, the service providers and laboratories who carry it out, and co-development partners. Each has its own interest: the funder wants ownership of, or a solid licence over, the results; the researcher wants to preserve its know-how and prior developments; the co-developer wants a fair allocation. The agreement must clarify these expectations before the first deliverable.

Who owns the results of R&D?

The founding principle is often misunderstood: funding research does not automatically make you the owner of its results protected by copyright. Under Article L111-1 of the French Intellectual Property Code (Code de la propriété intellectuelle), the author enjoys in the work, “by the mere fact of its creation, an exclusive incorporeal property right enforceable against all”, and the conclusion of a contract for work or services “does not entail any derogation” from that right. The allocation of results (assignment, co-ownership, licence) must therefore be organised expressly, item by item.

Background and foreground knowledge

An R&D collaboration requires a clear distinction between the prior knowledge each party brings (background) and the new knowledge generated (foreground). The agreement must specify who holds what, who may exploit what, and on what terms. Without this distinction, a party may find itself dependent on developments it thought it controlled, or deprived of the exploitation of results it funded.

Protecting know-how that cannot be patented

A key part of the value of R&D cannot be patented: processes, methods, data. It is protected as a trade secret. Article L151-1 of the French Commercial Code (Code de commerce) protects information that is not “generally known or readily accessible” to persons familiar with this type of information, that has “commercial value, actual or potential, because of its secret nature”, and that is subject to “reasonable protective measures”. These measures (confidentiality, restricted access, marking) are a condition of protection.

Confidentiality and publication

The tension between confidentiality and dissemination (scientific publication, communication) must be resolved in the contract. A robust confidentiality agreement, combined with a controlled publication policy, protects know-how without stifling research. The agreement must also provide for any personal data that may be processed.

Failure and exit

Any R&D project can fail. The agreement must anticipate this scenario: what happens to partial results, return of background knowledge, continuation licences, and allocation of costs. A reversibility clause and clear governance prevent a technical failure from turning into a legal deadlock.

Public funding and innovation grants

Many R&D projects rely on public funding or incentive schemes (research tax credit, grants, innovation aid, partnerships with research bodies). These mechanisms impose their own contractual constraints: publicity obligations, rules on ownership of results, State aid rules, repayment obligations if milestones are missed. An R&D agreement that ignores these constraints can cause the loss of the aid or expose you to repayment. How the private agreement fits with the public funding framework must therefore be checked upfront.

Co-ownership of results: rules to put in place

In co-development, co-ownership of results is common but rarely satisfactory by default. Without a precise agreement, the exploitation of a co-owned result can be paralysed by one co-owner’s disagreement. The agreement must organise how results are exploited, how licences are granted, how IP rights are filed and how revenue is shared, together with the decision-making rules. Anticipating a partner’s exit and the fate of its share prevents the blocking of a potentially strategic innovation asset.

Points to watch

• Expressly organise ownership and exploitation of the results.
• Distinguish background from foreground knowledge.
• Put in place concrete measures to protect trade secrets.
• Strike the balance between confidentiality and publication.
• Provide for what happens to developments if the project fails or ends.

How we assist

• Drafting and negotiation of R&D, co-development and consortium agreements.
• Clauses on allocation of rights, background/foreground and licences.
• Confidentiality agreements and trade secret protection.
• Making innovation aid and public-private partnerships legally sound.
• Disputes over ownership of results and know-how.

Frequently asked questions

I fund the research: do I own the results?

Not automatically. Without a clear assignment clause, the creator remains the copyright holder (Article L111-1). The allocation must be organised in writing.

How can you protect know-how that cannot be patented?

As a trade secret (Article L151-1), provided you put in place reasonable protective measures: confidentiality, restricted access, traceability.

Checklist for a legally sound R&D agreement

• Expressly organise ownership and exploitation of the results (assignment, co-ownership, licence).
• Distinguish prior knowledge (background) from new knowledge (foreground).
• Put in place concrete measures to protect trade secrets.
• Strike the balance between confidentiality and publication, and address the handling of personal data.
• Check how the agreement fits with public funding and innovation aid.
• Provide for what happens to developments and to a partner’s share in the event of failure or exit.

Is a confidentiality clause enough to protect know-how?

It is necessary but not sufficient on its own: trade secret protection also requires “reasonable protective measures” (Article L151-1 of the Commercial Code), for example restricted access, traceability and marking of documents.

Can you publish the results of funded research?

Yes, if the agreement provides for it: a controlled publication policy, combined with confidentiality, allows you to make use of the results without compromising rights or secrecy.

Official sources

• Article L111-1 of the French Intellectual Property Code, rights of the author: Légifrance (in French)
• Article L151-1 of the French Commercial Code, trade secrets: Légifrance (in French)

Every situation is different and we make no promise of outcome. To put a research and development collaboration on a sound legal footing, our intellectual property and innovation lawyers assist you.