Spinout Resources

Everything on this page is released under CC0 1.0, which means that it’s free to copy, modify and use as you wish, including commercially, with no attribution required. Please also read our Legal Disclaimer.

Introducing the SCALE Framework

Turning university research into a company is different to doing the research itself. And for most founders, the process can be unclear until they are already in it.

The SCALE Framework is a plain-English guide to that process. It walks through how a spinout is formed, from disclosing your invention to the University through to signing a Licence Agreement. It introduces the Deal Dial: the concept that licence terms should not be negotiated one by one, but as a balanced trade-off, where movement on one term should be matched by movement on another. It also explains, term by term, what is actually in the Licence Agreement: equity, royalties, fees and patent rights – and why each one is set the way it is.

The goal is to give founders, universities and investors a shared starting point, so spinouts move from lab to company faster, and on fairer terms.

Check your licence privately, on your own machine

Most University licences are confidential, so they shouldn’t be uploaded to cloud-hosted LLMs. Instead, download LM Studio, run an SLM (Small Language Model) locally (no internet connection needed), and feed it your licence along with our supplied Prompt.

In 20-30 minutes it produces a clause-by-clause comparison against the SDL benchmark, with negotiation arguments and recommended redlines for you to properly engage with the TTO. This runs entirely on your own machine, so nothing confidential ever leaves it.

The Prompt has been produced partly by basing it on the SDL, partly by reviewing the USIT and Hickson Review recommendations, and partly from extensive testing. It’s provided in Word form if you’d like to update it, but most people should be able to run it as is.

Read the full guide to downloading LM Studio and then running the Prompt →


Subscribe for updates

Optional — we’ll let you know when the Prompt or supporting infrastructure is updated.


Feedback

We welcome comments on the Prompt and the approach. Your email address is optional.