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Guide to Research Agreements with Industrial Sponsors

A. INTRODUCTION
This Guide has been prepared as a summary of selected principles and internal procedures applicable to research agreements between the University and industrial or commercial organizations. These principles and procedures apply uniformly to all sponsored programs; the Guide specifies industrial sponsors only because the document is intended to quickly and easily convey this basic information to new industrial sponsors.

B. SELECTED PRINCIPLES
Selected principles underlying University of Washington (UW) research agreements with industrial sponsors are summarized in this Guide to facilitate early understanding between the UW and new industrial sponsors.

    1. Reasonable Best Efforts
    Since state-of-the-art research is by nature unpredictable, UW research is generally conducted on a reasonable best efforts basis. As a major research university, the UW has available a wide array of excellent facilities and a cadre of employees commensurate with its commitment to a large and varied research program. Accordingly, it is possible to organize research projects in a manner which is sensitive to the differing time constraints of industrial sponsors.

    2. Publications
    To fulfill its objectives and meet requirements relating
    to the UW's status as a public educational institution, UW research must serve as a public rather than a private purpose. It is expected that the results will be published or otherwise be disseminated on a nondiscriminatory basis and within a reasonable time.

    Nonetheless, the UW recognizes the legitimate proprietary concerns of industrial sponsors. Where appropriate, publications can be deferred for a limited time to protect patent rights or to facilitate other forms of technology transfer. Similarly, on those occasions where the UW has accepted a sponsor's proprietary information as necessary background data for a research project, the Sponsor may review proposed publications to prevent any inadvertent disclosure of that data.

    3. Patents and Other Forms of Technology Transfer
    The basic aims of the UW patent and invention policy are to: promote the progress of science and technology; assure that discoveries and inventions are utilized in ways most likely to benefit the public; provide recognition to the inventor(s); and provide royalty revenues to the inventor(s) and the UW.

    With only rare exceptions, the UW retains ownership to all inventions and discoveries, arising from its research whether or not patentable. The first right to negotiate for at least a nonexclusive license is normally granted to an industrial sponsor. If considered necessary to effective development and marketing, an exclusive license may be issued for a limited period. In all cases, royalty income is shared between the inventor(s) and the UW, and in some cases, may also be shared with a patent management agency. The UW frequently is assisted in technology transfer matters by the Washington Research Foundation (WRF) and occasionally by Research Corporation or Battelle Development Corporation--depending on the nature of the invention or the wishes of the inventor(s). In particular, the WRF is important in establishing new
    companies based on UW Technology.

    4. Funding
    Sponsored research programs of the UW are generally conducted on the basis of full cost recovery, including indirect costs. Funding in advance is necessary since the UW does not have a source of funds with which to finance sponsored research or to pay the interest on funds borrowed for that purpose. The schedule of payments is negotiable between the sponsor and UW depending on type and scope of project, the length of the project period, and the anticipated pace and pattern of actual expenditures.

    5. Liability and Risk
    The UW received no fee or profit on its research with which to cover business risks. For this reason, and because it is inconsistent with the best effort principle, the UW generally avoids provisions which establish rigid deadlines, impose penalties for failure to progress at a certain pace, or provide for withholding of payment if the sponsor is not satisfied with the results.

C. ESTABLISHING A SPONSORED RESEARCH PROGRAM

    1. Preliminary Discussions
    A sponsored research program may be established when a sponsor is willing to support a research project which a member of the UW faculty wishes to pursue and the proposed research is approved by the UW as educationally appropriate and consistent with the UW's research policy and tax exempt status.

    Initial discussions between sponsor representatives and UW faculty are encouraged since this is necessary to confirm mutual interest. It should be understood, however, that sponsored programs can be formally established through regular internal review procedures, and an acceptable agreement is negotiated and signed by the authorized representatives of the parties. The key steps are outlined below.

    2. Proposal Review and Submission
    A faculty member prepares a proposal describing the research to be done, identifying the individuals who will perform it, and setting forth an estimated budget, including both direct and indirect costs. The department chairperson or unit director and dean review the proposal and must be satisfied that (1) the project is appropriate for the department or unit to undertake as a part of its educational and research program, (2) appropriate staff are available and the faculty member is willing to supervise the research, and (3) adequate space and other capital facilities are available.

    The proposal is then reviewed by the Office of Sponsored Programs (OSP), a unit of the Office of Research, with particular attention to financial, business and legal consideration. Sometimes the proposal is referred by that office to other offices or committees for concurrence or resolution of outstanding issues. When the review process is completed, OSP formally submits the proposal to the sponsor.

    3. Negotiation of the Award
    All sponsored program agreements are negotiated by OSP. This includes all terms and conditions of the agreement, although OSP routinely consults with the project director, legal counsel, risk manager, UW TechTransfer and others within the UW as needed on a given agreement. As noted above, discussions between sponsor representatives and UW faculty or staff are preliminary only. It is necessary that OSP review any proposed agreement on behalf of the University, and either endorses it as conforming to UW policies or negotiate necessary modifications. When negotiations are completed, the agreement can be signed by the appropriate University officer having delegated authority to sign such agreements.

    4. Project Administration
    When negotiations are completed and the agreement is signed, OSP authorizes establishment of a project account, and the Grant and Contract Accounting Office notifies the project director, department chairperson and dean of the account number and title assigned so that the project director may begin the research and make appropriate charges to project funds.

    The project director and department or other unit in which the research is performed have primary responsibility for conducting the research and for assuring that only proper costs are charged to the project account. Fiscal and technical reports are submitted to the sponsor, consistent with terms of the particular agreement.

    Any correspondence proposing modification of the terms of an agreement, including changes in the scope of the work, or an increase or decrease in the total estimated costs must be handled via OSP. Renewals or extensions involving additional funds must also be reviewed through normal procedures in the same way as a new proposal.

D. QUESTIONS
Questions and comments concerning matters discussed in this Guide or other UW policies are invited. They may be addressed as follows:

University of Washington
Office of Sponsored Programs
1100 NE 45th St, Suite 300
Seattle, Washington 98105
Telephone:(206)543-4043
Fax:(206)685-1732

Rev. 5/98