Agreement Considerations

Contents

Negotiation of the Agreement

All sponsored agreements are executed on behalf of the UW by the Office of Sponsored Programs (OSP). This includes all terms and conditions of the agreement, which may require consultation with:

• the PI,
• legal counsel,
• Risk Services,
• CoMotion (technology transfer),
• Human Subjects Division,
• Office of Animal Welfare,
• others as needed.

Discussions between sponsor representatives and UW researchers are preliminary only and no understandings or agreements are legally binding until reflected in a duly-executed written agreement.

Selected Principles and Practices

Before entering into a contract with an outside party, a number of key principles and practices must be considered.

The University of Washington (UW) uses a wide range of agreement types to conduct business in support of the UW mission.

Understanding these agreement considerations will help reduce the time needed to meet your unique research needs. The principles and practices summarized here apply to most sponsored research agreements at the UW.

Reasonable Efforts

State-of-the-art research is unpredictable and research results are inherently uncertain. UW research is generally conducted on a reasonable efforts basis, performed at a standard consistent with research at comparable academic institutions.

Publications

• Research results are expected to be published or otherwise distributed on a nondiscriminatory basis and within a reasonable time.
• The UW recognizes legitimate proprietary needs of industry sponsors. If appropriate, publication may be deferred for a limited time to protect intellectual property rights or to facilitate other forms of technology transfer.
• When the UW receives a sponsor’s existing proprietary information to carry out a research project, the sponsor may have an opportunity to review proposed publications to prevent inadvertent disclosure of its nonpublic information.

Intellectual Property & Technology Transfer

Basic objectives of the UW’s Intellectual Property policies:

• Promote the progress of science and technology.
• Assure discoveries and inventions are used in ways most likely to benefit the public.
• Provide recognition to UW researchers.
• Share royalty revenues received from licensing of inventions with UW inventors.
• While the UW typically grants a royalty-free license to the sponsor to make internal use of any written reports and data that arise from the research project, the UW retains ownership to all inventions arising from UW-conducted research whether or not patentable.
• In appropriate cases, the UW will grant a sponsor a first right to negotiate a reasonable commercial license to use the technology arising from the research, which may include the right of the sponsor to obtain exclusive rights.
• A PI and a Sponsor may opt-in to the Washington Innovation Advantage Program (WIAP), which offers several upfront commercial licensing options.

Review GIM 40: Disposition of UW Intellectual Property in Sponsored Program Agreements

Funding & Pricing

• Sponsored research projects are generally conducted on a full cost recovery basis, including payment of Facilities and Administrative (F&A) at the UW’s established rate.
• Prepayment or early payment may be necessary.
• Payment schedules are negotiated to keep pace with anticipated expenditures. Length and scope of a project are taken into consideration.
• Cost reimbursement arrangements with a “not to exceed” maximum are preferred.
• Reimbursement is based on UW’s actual costs.
• In limited circumstances, UW can be reimbursed on a fixed price basis, based on an established price, agreed upon by the PI and sponsor upfront. Risk of cost increases or overruns in a fixed price context are absorbed by UW and are the PI’s responsibility (see GIM 2).  Balances are retained by UW and may be transferred to a fixed price surplus account.
• Where research costs and goals are clear and understood, pricing may be fixed on a per unit basis or reaching well-defined milestones.
• If early termination occurs, UW must be reimbursed for the costs of its efforts up to the date of termination and for uncancellable obligations, regardless of payment terms.
• A mix of cost reimbursable and fixed price is feasible but must be clearly delineated.

Warranties, Liability, and Risks

The UW:

• Receives no fee or profit on its research with which to cover business risks.
• Generally is unable to accept contractual provisions that establish rigid deadlines or deliverables, 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, or is unable to pay based on factors beyond the reasonable control of the UW.
• Research agreements will have express provisions disclaiming any liability for sponsor business losses, such as lost profits.
• As provided by Washington law, is precluded from indemnifying anyone, including the sponsor, for any form of reckless or deliberate misconduct.