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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
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