Presentation on theme: "Office of Research Administration Grant and Contract Services (GCS)"— Presentation transcript:
Office of Research Administration Grant and Contract Services (GCS)
Types of Contracts and Why We Use Them Sponsored Agreements Research Agreements Private Industry Interagency Cooperation Grants cost-reimbursement fixed-price
Types of Contracts and Why We Use Them Cooperative Agreement Subaward or Subcontract Purchase Order Consulting Agreement Subcontract
Types of Contracts and Why We Use Them Unfunded Agreements Memorandum of Understanding (MOU) or Memorandum of Agreement (MOA) Confidentiality Agreements Material Transfer Agreement Gifts
Sponsored Research Agreement (SRA) DEFINED Basic Research (government definition) Intellectual contribution, invention or discovery Peer-reviewed publication, Presentation at scientific meeting likely
Sponsored Research Agreement (SRA) Case by case review academic-industry partnership promoting University’s research and academic mission assuring compliance with applicable laws and regulations. PURPOSE Protect IP (Bayh-Dole Act) Publish (academic freedom) Specific Issues Later
SRA v. Services Agreements Sponsored Services Agreement: Not basic research No intellectual contribution, invention or discovery Simply providing service based on expertise Publication, Presentation unlikely Service projects may be commercial transactions (tax issues) no new IP fair market rates
What is a Subagreement? Subrecipients vs. Vendors specific scope of work own PI Dealer, distributor, merchant or other seller providing goods or services that are necessary for conducting a federal program.
Subcontract vs. Consulting Agreement What is a Consultant? bona fide consultant (expert advisor) fixed rate set their own hours, use their own equipment and materials, choose their work methods, and are responsible for paying taxes on their earnings as consultants. Tax Form 1099 “work for hire” all intellectual property and copyrightable information is assigned Consulting arrangements are not a substitute for subcontracts and are not intended to be used when part of the project is performed at another institution.
Subcontract vs. Consulting vs. Service Agreement What's the difference? Subcontract: a formal agreement with an organization (not an individual) to perform specific tasks in support of the proposed project independent of the PI. Consultant: an outside expert in some aspect of the scope of work of the proposed project who serves on the project for a limited amount of time as an individual under the supervision/coordination of the PI. Service Agreement: an agreement that generally results in the delivery of a product to the University, such as translations, reports, position papers, abstracts, training, and web pages. Service agreements may be issued to either individuals or companies. Examples?
Critical Deal Topics in Research Agreements * Intellectual Property Publication Confidentiality Indemnification * Thanks to BethLynn Maxwell, Ph.D., J.D. UT System
Intellectual Property Concerns What you invent is yours What I invent is mine What we jointly invent is jointly owned Inventorship follows US patent law Ownership follows inventorship $$$ does NOT equal ownership
Intellectual Property Concerns Money for UTA NERF (Non-Exclusive, Royalty Free) Internal research only - Good To make, use, and sell, and sublicensable - Bad Option to negotiate royalty-bearing license
Publication When Can We Publish? What Can We Publish? Pre-Publication Review Process What is a Reasonable Delay? Research Institutions – Non-Negotiable Principal Investigator owns the copyright in his/her publications
Confidentiality Length of Confidentiality Obligations Balancing Reasonable with Realistic Other projects as Research Institution
Indemnification Seek broadest indemnification possible UTA indemnity only to the extent authorized by Constitution and laws of State of Texas Defense and settlement subject to the statutory duties of the Texas Attorney General
Contract Negotiation Review or prepare draft contract Identify problematic terms and conditions Negotiate terms and conditions Contact, advise, and support PI regarding unusual risks, and other issues to be addressed
Form G Form G = Non-Conforming Agreement re: IP, publication, indemnification provisions Weigh Benefits Against Risks Identify Non-Conforming Provisions in Agreement Do Benefits Outweigh Nonconformity? Administrative Approval/Procedural Process at UTA Form G’s are Not Discouraged
NDA (a/k/a CDA, Confidentiality or Proprietary Information Agreement) Important Elements: Definition of Confidential Information. Explanation of Purpose for Disclosure. No Disclosure. No Use. Limits on Information Deemed Confidential. Term.
NDA (a/k/a CDA, Confidentiality or Proprietary Information Agreement) Frequently Asked Questions: 1. Should an NDA cover the results of a research study? 2. Should an investigator just sign his/her own NDA as the sole University signature? 3. When should an investigator consider asking another party to complete an NDA? 4. Should an NDA cover issues like publication pre-review and intellectual property?
NDA (a/k/a CDA, Confidentiality or Proprietary Information Agreement) four concepts public domain known already independently developed lawfully disclosed
NDA Goals and Policies Always mark as “Confidential” Written form and clearly marked Oral, visual, non-written NOT confidential, unless reduced to writing within [decide] days Agency of the State of Texas Open Records Requests pursuant to the Texas Public Information Act (PIA).
NDA Goals and Policies No additional copies Return, destroy, certify Max five (5) years Termination on date certain (1 year, extend if nec.) No license or publicity without written consent. Provided “AS IS” with no warranties. Export Control Regulations
Material Transfer Agreement Types of MTAs between academic or research institutions academia to industry industry to academia Uniform Biological Material Transfer Agreement (UBMTA)
Material Transfer Agreement Definition and Purpose Possible Conflicts Publication Use of research results Ownership of technology generated by the research Tax Status Funding Agency Requirements
Material Transfer Agreement Potential Issues in MTAs Confidentiality Delay in publication Use of materials in sponsored research projects Definition of material Loss of control of intellectual property Conflicts with existing agreements or law (Bayh-Dole) Compliance issues live animals or custom antibodies human tissue hazardous materials and/or select agents Conflict of Interest requirements for financial disclosure.