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Before drafting any legal documents (other than preliminary non-disclosure agreements), the first - and key - step is to establish what the collaboration is intended to achieve.
It is important to obtain professional guidance even at this early stage. Contamination of information is often a key concern; sometimes exclusivity of use is important while in other situations, the project serves purely a research purpose for the company and the agreement can be less rigid; while from the PROs perspective, the ability to attract future investment and collaborations is important.
In allocating roles, the partners should consider their different competencies, experiences and internal organisations. For example, the company will typically understand market conditions better than the PRO and be more familiar with handling business risk and liabilities, whereas the PRO will tend to have deeper understanding of the subject matter. Responsibilities and procedures should be defined accordingly.
Bear in mind that Collaborative Research is typically longer-term and more open-ended than Contract Research, which is typically a straightforward agreement to complete a well-defined task. Approaches and forms of agreement and ownership depend on whereabouts the intended project sits on this spectrum.
Beware of trying to force a deal in which any partner feels it loses something important. Recognise that all parties possess significant background knowledge: this is the justification for the collaboration in the first place. It is a matter of discussion and negotiation how much of this background knowledge is to be made available and on what terms.
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