Contract Downloads and IPR Principles

The CDE uses three variants of standard contract template specially designed for the Centre for Defence Enterprise, principally driven by differing intellectual property conditions. To see what a contract will look for successful applicants please see the relevant download below. To help you read these documents we have also prepared some easy to read guidance documentation found on the Contract Guidance page.

Type of Funding Required by and enterprises business case Contract 1 Def Con 705 Fully Funded Contract 2 Shared Funding Contract 3 Seed Corn
Full Yes No Yes
Shared No Yes Yes

Quick links to variant explanations

DefCon 705

The Defcon 705 contract is expected to apply to all cases where MOD fully fund a CDE program of work, but which do not meet the criteria set for seedcorn work - see the Seedcorn

DefCon 705, amongst other things, states that IPR vests in the contractor (the research provider) and details the circumstances under which the MOD is granted use of the IPR.

In the case of DEFCON 705 contracting, it is a requirement that all technical deliverables, detailed in Proposals by Tenderers, shall be "Full Rights Versions", in accordance with DEFCON 705 Sub-Clause 1.d. However, Tenderers may make representations if they consider that this will require the provision of significant proprietary background information which should not be provided within a Full Rights Version. If this should be the case, a detailed breakdown of the relevant background information should be provided. Tenderers are required to explicitly state, in their tender proposals, their compliance (or otherwise) against this requirement. If agreed by the Authority, any proprietary information shall be included within an additional Limited Rights version of the technical deliverable, in accordance with DEFCON 705, which is only available for the Authority's internal use and shall not be disclosed by the Authority to third parties except, as necessary, to approved technical support contractors.

The Authority shall require, in accordance with Clause 4 of DEFCON 705, that sub-contractors sign a DEFFORM 177 - Design Rights and Patents (Sub-Contractors) Agreement. A copy appears at Annex C to the Terms and Conditions. Tenderers shall confirm that their sub-contractors would be prepared to enter into such an agreement. This Agreement will be required when a sub-contractor is to retain ownership of the IP generated under the sub-contract. It will not be required where the prime contractor will acquire sole ownership of the IP generated under the sub-contract. The Authority does not wish to mandate the ownership of IP between the contract/sub-contract parties.

Further details on the provisions of DefCon 705 itself, guidance on its usage and other IPR issues can be accessed on the MOD's Acquisition Operating Framework (AOF) / Contracts Tool Kit website

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Shared Funding

In the case of shared-funding arrangements, the Authority has no standard IPR DEFCON available that it can call upon. Instead, it has established a tailored contract condition (see Shared Funding Template, Annex D) based on a set of principles established with industry, which is considered an acceptable basis for shared funding contract negotiations. These principles are set out below:

  1. IPR in the results of the joint-funded work ("Contractor Foreground") will vest in the Contractor. The Contractor will be encouraged to exploit this Contractor Foreground, in particular for the benefit of UK MOD programmes, either directly or through the Contractor's own licensee.
  2. MOD automatically acquires certain (mainly internal) user rights in the contract information deliverables (termed "Constrained Rights") that meet MOD's minimum requirements. This does not include the right to disclose those deliverable to others to run competition for further work or otherwise exploit the results in other than a limited way.
  3. MOD can acquire more extensive rights (termed "Enhanced Rights") to use the main deliverables on payment of a Conversion Fee, the amount of which is to be agreed in each Contract on a case-by-case basis.
  4. Enhanced Rights grants MOD the right to use the contract results for competing future work and engaging in international collaboration. Internal MOD guidelines will make it clear that competing for further work should normally only be considered where the Contractor is unable or unwilling to perform that work itself for the MOD on fair and reasonable terms.
  5. The breadth of MOD rights can by agreement in the Contract be limited to less than those enjoyed under DEFCON 705 (see definition "Government Purposes"), leaving other UK government markets open for exploitation by the Contractor itself.
  6. Where a Contractor possesses the only capability in the UK to exploit the results of the contract, the MOD would not seek Enhanced Rights to contract with others if the Contractor agrees to undertake further work on fair and reasonable terms.
  7. MOD is granted rights in patents and registered designs arising under the Contract, but these are constrained by other provisions of the Condition that deal with MOD's rights (Government Rights, Conversion Fee etc.).
  8. The Contractor will not unreasonably refuse to grant licences in its Background IPR to third parties authorised by MOD where needed to exercise "Enhanced Rights" on MOD's behalf.
  9. The Contractor should mark its contract deliverables with appropriate caveats/legends identifying ownership and release conditions consistent with the Contract condition.
  10. The confidentiality of commercially sensitive information belonging to the Contractor will be respected in any disclosure made by MOD of the same to others, which may include establishing direct confidentiality agreements with the intended recipient.

In the case of shared funding arrangements, similar arrangements (to paragraphs 4 and 5 above) apply for Primary Information Deliverables and Secondary Information Deliverables (if any) and sub-contracts - see Shared Funding Template, Annex D, Clauses 9 and 12 respectively.

A Shared Funding Narrative of this condition is also included in the website. Although MOD can acquire rights to compete further work under this condition (see Principle 4 above), this will normally only be considered where the Contractor is unable or unwilling to perform that work itself for the MOD on fair and reasonable terms. These enhanced rights are in any case only available in what is referred to as a Primary Information Deliverable, from which the Contractor can exclude his Background IPR except as necessary to provide the Deliverable with coherency and clarity. It should be noted that the condition requires the Authority and Contractor to agree upon one mandatory and one optional provision before the contract can be placed. The mandatory provision is the maximum size of the Conversion Fee (see Clause 6.1 of the condition) which the Authority must pay to the Contractor to acquire Enhanced Rights should these be required. This should be an agreed amount that reflects the reduced return on the Contractor's own risk investment in the Contract that will result if the Authority exercises its Enhanced Rights. The optional provision is any agreed restriction to the Authority's "Government Purposes" licence rights under the condition; for example restricting the right to "defence purposes" may be appropriate in certain circumstances.

Seedcorn

Text to be updated.

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