Joint Research Agreement

A Joint Research Agreement in Kenya records the obligations the parties accept and the terms governing their arrangement.

The Science, Technology and Innovation Act No. 28 of 2013 mandates that all research conducted in Kenya — whether by domestic or foreign researchers — be registered with NACOSTI, which maintains the National Research Register and oversees ethical clearance for research involving human subjects, animals, and sensitive national data. Foreign researchers and institutions must obtain a Research Clearance Permit from NACOSTI under Section 18 of the Act before commencing any research activities in Kenya. Joint research agreements between Kenyan and foreign institutions must therefore address NACOSTI registration requirements, research permit conditions, and obligations regarding data sovereignty and transfer of research findings outside Kenya.

Kenyan universities and research institutions — including the University of Nairobi, Kenya Medical Research Institute (KEMRI), Kenya Agricultural and Livestock Research Organisation (KALRO), and the African Institute for Mathematical Sciences (AIMS) Kenya — regularly enter joint research agreements with international partners, development finance organisations, and private sector companies. These agreements are increasingly important for accessing research funding from bodies such as the National Research Fund (NRF) established under the Science, Technology and Innovation Act, the African Development Bank, and bilateral development cooperation programmes.

Intellectual property arising from joint research is governed by both the Science, Technology and Innovation Act No. 28 of 2013 and the Industrial Property Act No. 3 of 2001, which is administered by the Kenya Industrial Property Institute (KIPI). Patents, utility models, industrial designs, and trade secrets generated during joint research must be clearly allocated between the parties in the agreement to prevent costly IP disputes during commercialisation.

The agreement also addresses research ethics, biosafety (where relevant under the Biosafety Act No. 2 of 2009 administered by the National Biosafety Authority), environmental compliance under the Environmental Management and Coordination Act (EMCA) No. 8 of 1999, and data protection obligations under the Data Protection Act No. 24 of 2019 where research involves personal data collected from human subjects.

Kenya's research and innovation ecosystem has been significantly strengthened by dedicated research funding mechanisms. The National Research Fund (NRF), created under Part VII of the Science, Technology and Innovation Act No. 28 of 2013, provides competitive grants to Kenyan researchers and institutions to fund priority research areas including health, agriculture, energy, environment, and manufacturing. The NRF requires that all multi-institutional grants be supported by a formal joint research agreement signed by all participating institutions before funds are disbursed. International research partnerships often channel funding through the NRF or through bilateral science and technology cooperation agreements between Kenya and partner countries such as the United States, United Kingdom, Germany, Sweden, and Japan.

The East African Community Science, Technology and Innovation Framework provides a regional dimension to joint research governance, encouraging collaborative research among institutions in Kenya, Tanzania, Uganda, Rwanda, Burundi, and South Sudan. EAC harmonisation of research permit requirements and IP frameworks is ongoing and affects cross-border joint research agreement structure. Kenya is also a signatory to the African Union Science, Technology and Innovation Strategy for Africa (STISA-2024), providing a continental framework for research partnerships and obligating member states to increase research investment and protect researcher mobility across borders.

Research data governance is a rapidly evolving area in Kenya's research landscape. The Kenya Open Data Initiative and the Kenya National Data Strategy 2022-2027 promote open access to publicly funded research data, creating tension between open data mandates and the confidentiality requirements of commercially sensitive joint research. The agreement must clearly delineate which data sets are subject to open access obligations under funder conditions and which are protected as confidential research data or pre-commercial IP. The National Information and Communications Technology Policy 2019 recognises research data as a national strategic asset and requires public research institutions to implement data management plans consistent with international standards such as the FAIR principles (Findable, Accessible, Interoperable, Reusable) promoted by the African Open Science Platform.

A Joint Research Agreement in Kenya is required whenever two or more parties undertake collaborative scientific, medical, agricultural, technological, or social science research that involves shared resources, joint personnel, or the potential generation of commercially valuable intellectual property. The Science, Technology and Innovation Act No. 28 of 2013 encourages formalisation of research partnerships to promote technology transfer, commercialisation of Kenyan innovations, and equitable sharing of research benefits.

Universities and research institutions entering collaborative research programmes with private sector partners — such as pharmaceutical companies funding clinical drug trials at KEMRI, technology firms co-developing agricultural innovations with KALRO, or ICT companies partnering with Kenyan universities on artificial intelligence research — need joint research agreements to define the boundaries of the collaboration, protect each party's pre-existing intellectual property, and establish clear rules for IP generated during the project.

International collaborative research projects funded by bodies such as the Wellcome Trust, Bill and Melinda Gates Foundation, European Research Council, or the United States National Institutes of Health (NIH) typically require a formal joint research agreement as a condition of funding. These agreements must align with the funder's IP and publication policies while remaining compliant with Kenya's Science, Technology and Innovation Act and NACOSTI research permit requirements.

Government-funded research projects under the National Research Fund (NRF) require grant recipients to enter joint research agreements with collaborating institutions as a condition of award. The NRF specifies requirements for IP ownership, revenue sharing from commercialisation, and public access to research outputs that must be reflected in the agreement.

Research involving human genetic material, biological specimens, or traditional knowledge requires special consideration under the Science, Technology and Innovation Act, the Nagoya Protocol on Access and Benefit Sharing (to which Kenya is a party), and the Biological Diversity Act No. 2 of 2016. Joint research agreements involving these sensitive categories must address benefit-sharing obligations with communities of origin and compliance with the Kenya Wildlife Service regulations where biodiversity-related research is involved.

Private sector companies co-investing in research and development with academic or public research institutions to develop new products, technologies, or processes for the Kenyan market require joint research agreements that specify each party's financial contribution, ownership of resulting patents, rights to commercialise innovations, and exclusivity arrangements.

Private sector companies investing in research and development to qualify for Kenya R&D tax incentives under the Income Tax Act Cap. 470 need documented joint research agreements with qualifying research institutions to substantiate their R&D expenditure claims. The Kenya Revenue Authority (KRA) requires contemporaneous documentation of R&D activities including agreements, research protocols, progress reports, and expenditure records to support tax deduction claims. Clinical-stage pharmaceutical and biotechnology companies conducting drug trials at KEMRI or university teaching hospitals require joint research agreements addressing Good Clinical Practice (GCP) compliance, trial sponsor obligations under the Pharmacy and Poisons Board regulations, and data ownership arrangements for clinical trial data submitted to the Pharmacy and Poisons Board for drug registration under the Pharmacy and Poisons Act Cap. 244.

Joint research agreements are further needed when Kenyan research institutions participate in international multi-centre clinical trials coordinated by global pharmaceutical companies or academic consortia. Phase I, II, and III clinical trials conducted at Kenyan sites under the Pharmacy and Poisons Board regulations require formal site agreements between the trial sponsor and each participating research institution, specifying investigator responsibilities, protocol compliance, adverse event reporting, data submission timelines, and compensation arrangements for research participants under the Pharmacy and Poisons Act Cap. 244. The KEMRI Institutional Review Board and other accredited ethics review committees require evidence of a formal research agreement before approving commencement of human subjects research at collaborating institutions.

Under the Companies Act No. 17 of 2015, the Registrar of Companies at the Office of the Attorney General maintains the register of Kenyan companies. Section 3 of the Law of Contract Act (Cap. 23) governs contractual obligations. The Competition Authority of Kenya (CAK) enforces the Competition Act No. 12 of 2010. The Kenya Revenue Authority (KRA) administers corporate tax under the Income Tax Act (Cap. 470). The High Court of Kenya has unlimited original jurisdiction under Article 165 of the Constitution of Kenya 2010.

A thorough Joint Research Agreement in Kenya under the Science, Technology and Innovation Act No. 28 of 2013 must address the following critical components to protect all parties and confirm regulatory compliance.

**Research Scope and Objectives.** The agreement must precisely define the research programme, specific objectives, methodologies, geographic scope, and expected outcomes. A detailed research plan or protocol should be attached as a schedule and incorporated by reference. The agreement must confirm that all necessary NACOSTI research permits and ethical clearances have been obtained or will be obtained before research commences.

**Parties and Lead Institution.** The agreement must identify all participating institutions and individual principal investigators, specifying the lead institution responsible for overall project administration, NACOSTI compliance, and reporting to funders. The roles and responsibilities of each party's research team must be clearly delineated.

**Funding and Resource Allocation.** All financial contributions — cash funding, in-kind resources, equipment, facilities access, and staff time — must be documented with each party's contributions specified. Budget management responsibilities, approval requirements for expenditure above defined thresholds, audit rights, and financial reporting obligations must be addressed. The Science, Technology and Innovation Act No. 28 of 2013 requires research institutions receiving public funding to maintain transparent financial records accessible to NACOSTI and the National Research Fund.

**Intellectual Property Ownership and Licensing.** The agreement must distinguish between background IP (pre-existing intellectual property each party brings to the collaboration) and foreground IP (new intellectual property generated during the research). Background IP remains owned by the originating party. Foreground IP ownership may be allocated to a single party, jointly owned, or owned proportionally to each party's contribution. Under the Industrial Property Act No. 3 of 2001, jointly owned patents require the consent of all owners for commercialisation — a provision that frequently causes deadlock and should be addressed through pre-agreed commercialisation decision-making procedures.

**Publication Rights.** The agreement must balance each party's academic interest in publishing research findings with the need to protect patentable IP before publication. A publication review period — typically 30-90 days — during which parties may request a patent filing before a manuscript is submitted for publication is standard practice. The agreement should address authorship standards (following international guidelines such as ICMJE criteria), acknowledgment of all parties and funders, and open access publication requirements imposed by some funders.

**Data Management and Ownership.** Research data ownership, storage, sharing, and retention obligations must be specified. Kenya's Data Protection Act No. 24 of 2019 applies to research involving personal data. The agreement should address data sovereignty — whether data collected in Kenya may be transferred abroad for analysis — and compliance with NACOSTI requirements for maintaining research data within Kenya or obtaining approval for external transfer.

**Benefit Sharing and Commercialisation.** Where research results are commercialised through licensing, spin-off company formation, or direct product development, the agreement must specify how revenues are shared among parties after deducting commercialisation costs. The Nagoya Protocol requires equitable benefit sharing with source communities where research involves biological resources or traditional knowledge, and the agreement must reflect these obligations.

**Confidentiality and Publication Embargo.** Researchers and institutions must agree to maintain confidentiality of unpublished research data and patentable findings for a defined period. Confidentiality obligations should survive termination for at least five years.

Forms-legal.com provides this template as a starting framework; parties should consult NACOSTI guidelines and their institutional IP policies before finalising the agreement.

**Research Personnel and Student Involvement.** The agreement must address the rights and obligations of research personnel including postdoctoral researchers, PhD students, and research assistants who contribute to the joint research. Student authorship rights, thesis publication timelines, and the relationship between student IP contributions and institutional IP ownership must be carefully followd to avoid conflicts between student academic freedom and institutional IP policies under the Universities Act No. 42 of 2012. The agreement should specify whether students may publish thesis chapters drawing on joint research data during the publication embargo period.

**Material Transfer.** Where research involves the transfer of biological materials, chemical compounds, reagents, or research tools between parties, Material Transfer Agreements aligned with this Agreement must be executed. MTAs must comply with the Biosafety Act No. 2 of 2009, the Nagoya Protocol, and where human biological samples are involved, the KEMRI guidelines on biological sample collection and storage and the National Guidelines for Research and Development of HIV/AIDS Vaccines.

**Insurance and Liability.** Both parties should maintain adequate research liability insurance covering third-party claims arising from research activities, particularly where research involves human subjects, field experiments, or hazardous materials. The agreement should specify minimum insurance coverage levels, the obligation to maintain coverage throughout the project duration, and liability allocation between parties where research activities cause harm to third parties or property under the Law of Contract Act Cap. 23.

The agreement must address **project governance** through a formal Joint Research Committee (JRC) comprising representatives of all participating institutions with defined decision-making authority. The JRC should meet quarterly to review research progress against milestones, approve budget revisions, resolve operational disputes, and make decisions on IP filing and commercialisation. Clear voting rules, quorum requirements, and escalation paths for deadlocked decisions must be specified to prevent governance paralysis on time-sensitive research decisions. The agreement should also address **force majeure** provisions recognising that research projects in Kenya may be disrupted by flooding, drought, political instability, public health emergencies, or infrastructure failures. Force majeure provisions should specify notification obligations, the maximum period of suspension before either party may elect to terminate, and the procedure for resuming suspended research activities. Under Kenya law, Section 3 of the Companies Act 2015 (No. 17 of 2015) and Section 15 of the Employment Act 2007 (No. 11 of 2007) govern the core requirements for this type of document.

Under the Companies Act No. 17 of 2015, the Registrar of Companies at the Office of the Attorney General maintains the register of Kenyan companies. Section 3 of the Law of Contract Act (Cap. 23) governs contractual obligations. The Competition Authority of Kenya (CAK) enforces the Competition Act No. 12 of 2010. The Kenya Revenue Authority (KRA) administers corporate tax under the Income Tax Act (Cap. 470). The High Court of Kenya has unlimited original jurisdiction under Article 165 of the Constitution of Kenya 2010.