Research Sponsorship Agreements in 2026: Key Clauses and Czech Compliance Risks

26.3.2026 | ARROWS law firm

An agreement between a commercial sponsor and a research institution is a key document defining the rights and obligations of both parties. Inadequate drafting leads to disputes over intellectual property, non-allowable costs, or even the invalidity of the agreement. In this article, you will learn which elements must not be missing under the legislation applicable in 2026 and how to mitigate risks associated with public funding and the Czech Register of Contracts.

In the image, we see an expert consulting on a research collaboration agreement.

The importance of the agreement between the commissioning party and the research institution
Key elements of the agreement
Dispute resolution and governing law
Overview of risks and how to address them

Summary in bullet points

The agreement must precisely define the subject matter of the research, methodology, timeline, and acceptance criteria.
Provisions on intellectual property and licensing terms are critical.
The agreement must reflect state aid rules and Act No. 130/2002 Coll., on the support of research.
For public institutions, it is necessary to keep in mind the Act on the Register of Contracts and the publication obligation.
Protection of trade secrets and confidential information must be properly addressed.

The importance of the agreement between the commissioning party and the research institution

The term “commissioning party” refers to a business corporation, entrepreneur, or other institution that requests and finances the research. The research institution, more accurately a research organisation, is typically a public university, a public research institution (v.v.i.), or a private organisation meeting the statutory definitions.

This relationship is not an ordinary purchase of goods, because research by its nature involves elements of uncertainty and no one can guarantee the achievement of a result with 100% certainty. Czech legislation and EU rules for 2026 consistently distinguish between contract research and research collaboration. In practice, this means that if the commissioning party pays a university, the price must be set at market level to avoid so-called indirect state aid to an undertaking.

Many entrepreneurs mistakenly believe that an oral agreement or a brief purchase order is sufficient, and are then surprised by the loss of patent rights or the invalidity of the contract. Concluding these agreements requires expert legal care, as defective drafting may have fatal financial and legal consequences for the commissioning party.

Key elements of the agreement

Defining the subject matter of the research project may at first glance seem trivial; in reality, however, it is the most legally complex part. The agreement must distinguish whether it is a contract for work with an obligation to deliver a result, or an innominate contract with elements of a mandate agreement without a guaranteed result. Research often cannot be planned as precisely as ordinary manufacturing.

The Czech Civil Code and the Act on the Support of Research require the obligation to be sufficiently certain; therefore, the agreement should include:

Specification of objectives and methodology: A detailed technical description of the investigation, methods used, and output parameters.
Timeline and milestones: Breaking the project into logical parts with clear deadlines and outputs for each stage.
Form of outputs: A clear determination of whether the commissioning party will receive a final report, raw data, a physical prototype, or source code.
Acceptance procedure: The method of confirming acceptance of the output free of defects, which is key for the entitlement to payment to arise.

Without these elements, the obligation is uncertain and, in the event of a dispute, it is very difficult to prove whether the research organisation breached the agreement. The attorneys at ARROWS advokátní kancelář have extensive experience in defining technical appendices and help clients translate technical specifications into enforceable legal language.

Responsible persons and communication

The agreement must clearly determine staffing and authorisations. It is necessary to define the principal investigator who guarantees the professional standard and to set a procedure in case of their departure. It is also necessary to designate the commissioning party’s authorised persons for approving changes and accepting outputs, as well as the method of secure communication.

Financial terms and state aid

The agreement must state the price and its structure, i.e., whether it is a fixed price or time-and-materials billing. Public institutions must calculate the price so that it covers costs and profit; otherwise, there is a risk of unlawful state aid. It is also necessary to set the VAT regime, a payment schedule tied to milestones, and, in the case of grants, to specify eligible costs.

Intellectual property and licensing terms

Under the Czech Copyright Act, rights arise primarily with the author or the research organisation, not automatically with the commissioning party. The agreement must address background intellectual property, where rights remain with the original owner, and the project results, where it is necessary to provide for an assignment of rights or licensing terms.

It is also essential to regulate publication rights so that the commissioning party can exercise a right of veto or defer publication to protect a patent or trade secret. The attorneys at ARROWS can structure licensing arrangements so that the commissioning party obtains the maximum possible control over the results while complying with the statutory limits applicable to the university.

Liability, oversight, and change management

In research, it is problematic to agree on a classic quality guarantee, because functionality at an industrial scale cannot always be guaranteed. The agreement should define liability for conducting the research in accordance with lege artis standards and set a mechanism for notifying defects and remedying them.

Change management

During the research, it may become necessary to change the methodology or objective. The agreement must include a process for proposing a change, approving its impact on the budget, and formalising it by a written amendment. In grant-funded projects, changes are also subject to the grant provider’s approval.

Termination of the agreement

In addition to standard grounds, the agreement should address situations where it is clear that the research objective cannot be achieved. In such a case, it must be clear what portion of the remuneration the institution will receive and who is entitled to the results achieved to date.

Dispute resolution and governing law

The agreement should include a dispute resolution clause, with Czech law as the governing law and the general courts of the Czech Republic having jurisdiction. It should also include a mediation clause with a commitment to attempt an amicable resolution before filing a lawsuit.

The attorneys at ARROWS advokátní kancelář have experience representing clients in these specific disputes and prioritise solutions that preserve the possibility of future cooperation.

Overview of risks and how to address them

Risk	ARROWS solution (office@arws.cz)
Invalidity of the contract (Register of Contracts): A contract with a public university or a public research institution (v.v.i.) exceeding CZK 50,000 excl. VAT was not published in the Register of Contracts.	We will review the publication obligation and prepare a clause specifying who will publish the contract and to what extent.
Loss of control over IP: The contract does not address the transfer of rights; the client has only the “results”, but not the rights to use or license them.	We will set up a precise IP clause distinguishing background and foreground IP, and secure exclusive licences or patent assignment agreements.
Unlawful state aid: The price for contract research is below market level, giving the company an advantage from the university’s public resources.	We will help set pricing in line with the R&D&I State Aid Framework and cost-transparency rules under Czech and EU requirements.
Disclosure of know-how: A researcher publishes an article with details of the client’s technology before a patent application is filed.	We will incorporate a publication embargo and a prior-approval process for texts intended for publication into the contract.

FAQ - Rights and obligations in a research project

1. Do I need to involve a lawyer even if we know the professors well?
Yes. Relationships can change, and contracts with public institutions are subject to strict statutory reviews and audits in the Czech Republic. What “works” between friends may not pass an audit by the Supreme Audit Office (NKÚ) or the tax authority. ARROWS’ Prague-based attorneys will ensure the contract is not only cooperative, but also legally robust.

2. What are typical penalties for missing deadlines?
A contractual penalty is common, e.g., 0.05% of the contract price for each day of delay. In research, however, caution is needed because pressure on speed can lead to errors in the research process; it is therefore often more effective to link payments to the delivery of outputs.

3. What happens if the principal investigator changes and the new one is not acceptable to us?
The contract should include the client’s right to approve changes to key personnel. If the new principal investigator does not meet the original standard, the client should have the right to withdraw from the contract.

4. Who owns the data (raw data) measured during the research?
Legal protection of raw data is complex; unless the contract provides otherwise, rights are usually held by the party that generated the data. We recommend expressly agreeing in the contract on an obligation to hand over all measured data in an open format and to transfer database rights to the client.

5. If the project is funded by the EU (Horizon Europe), are the requirements different?
Yes, fundamentally. In that case, the Grant Agreement applies and a Consortium Agreement is concluded; the rules on IP and dissemination of results are strictly set by the programme rules and cannot be freely deviated from. Legal assistance is essential here.

6. Is an electronic signature sufficient?
Under the eIDAS Regulation and Czech legislation, a qualified electronic signature is equivalent to a handwritten signature. However, for contracts that require written form by law—such as patent assignments—for legal certainty it is often preferable to use a paper form or a secure electronic signature with a qualified time stamp.

Conclusion

A contract between a client and a research organisation is a sophisticated legal instrument involving intangible assets and uncertain outcomes. Underestimating the preparation can lead to loss of monopoly over the results, financial corrections, invalidity of the contract, or costly court disputes.

It is safer to invest in a high-quality contract at the outset. The attorneys at ARROWS, a Prague-based law firm, specialise in research, development, and technology transfer law.

We offer drafting of contract research and collaboration agreements, IP audits, review of contracts submitted by universities, and representation in negotiations. To minimise risks and ensure smooth cooperation, contact ARROWS advokátní kancelář at office@arws.cz.

Notice: The information contained in this article is of a general informational nature only and is intended for basic orientation in the topic based on the legal status as of 2026. Although we take utmost care to ensure accuracy, legal regulations and their interpretation evolve over time. We are ARROWS advokátní kancelář, an entity registered with the Czech Bar Association (our supervisory authority), and for maximum client protection we maintain professional liability insurance with a limit of CZK 400,000,000. To verify the current wording of regulations and their application to your specific situation, it is necessary to contact ARROWS advokátní kancelář directly (office@arws.cz). We accept no liability for any damages arising from the independent use of the information in this article without prior individual legal consultation.

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