VCU will not accept a clause like the first one which gives the sponsor the right to control the content of information we publish. Of course we give them the right to review for inadvertent release of their proprietary information (don't let your results be defined as part of their proprietary information, which is a common dodge) and for potential intellectual property (we routinely give them a first option to negotiate for a license on IP developed). Also, in some cases there may be a reason to delay publication (e.g., data collected as background for public policy decisions), but we always have a time certain for publication (e.g., "90 days after X decision is made public, or, if said decision is not made public, 1 year after submission of report...). My usual publications clause is: "PUBLICATION. VCU represents that its purpose in obtaining the results of the research under this Agreement is to make the results available for use and beneficial application by the general public, and to further scientific and technological knowledge in the area of research covered hereunder. SPONSOR recognizes that during the course of this work, VCU, or its employees, may, from time to time, desire to publish information regarding scientific or technical developments made or conceived in the course of or under this agreement. In order that public disclosure of such information will not adversely affect the patent interests of VCU or SPONSOR, or inadvertently reveal SPONSOR's confidential information, VCU shall submit a copy of the proposed publication to SPONSOR for review 30 days prior to release for publication. Should SPONSOR so request in writing, VCU will withhold the publication for a further period of up to 60 days for the purpose of obtaining patent protection. Further delays in publication shall be by mutual agreement as evidenced by a modification of this agreement. Should SPONSOR so request in writing within 30 days, VCU will remove from the proposed publication that material which the SPONSOR identifies as confidential as defined in paragraph 8. VCU will acknowledge SPONSOR's support of this research in publications of results of the research." You should have a standard non-use of names clause to prevent a commercial concern from claiming or even implying endorsement by your institution. I am almost always willing to make that flow two ways. My typical language is: "USE OF THE PARTIES NAMES. The SPONSOR and VCU agree not to use the name of the other party or any member of its staff in sales promotion, or advertising, or in any other forms of publicity without the written approval of an authorized representative of the said other party, except as required by law". Suggest you flat refuse the first clause, substituting a good publications clause, and do not let the non-use-of-names clause get cluttered with anything else. I welcome comments on improving my own language, all you good contract writers out there! Chuck At 02:02 PM 2/18/00 -0500, you wrote: >I'm currently working on an agreement where the (private) sponsor has >included broad language restricting the university's right to "any use of >the project elements (i.e., data, finding, etc.). Our PI is carrying out a >survey and evaluating the sponsor's program. > >Here is the language included in the agreement: > >"Notwithstanding the above, should xxx or anyone associated with xxx desire >to make any use of the project or any of its elements (including data, >findings, etc.), xxx shall first request sponsor's permission, and sponsor >shall review the request within a reasonable time. Any such use shall be >subject to receiveing sponsor's prior written approval." > >The agreement also has the use of name clause which requires that both >parties obtain the other's permission in using the name of the other Party >in any advertising or public relations materials. > >The sponsor's key concern is that they need to control negative publicity >or dissemination which could be harmful to their project. Our concern is >that (a) since the purpose is to evaluate the project, that our PI be able >to carry out a true evaluation (i.e., the sponsor cannot influence the PI's >findings/results) and (b) that the PI/university have the usual ability to >publish and use for his/her work and academic purposes. > >I thought that one way to get around this, is to instead suggest specific >language under the use of name (advertising and publicity) clause that >would protect both parties from negative publicity. > >I'd appreciate any ideas out there on this? > >Thanks, >Chris > > > > > > > > > > >Christine R. Woodroffe >Associate Director >Office of Sponsored Programs >Bernstein Marcus Building, Rm. 117 >Mailstop 116 >Email: xxxxxx@brandeis.edu >Phone: (781)736-2120 > > >====================================================================== > Instructions on how to use the RESADM-L Mailing List, including > subscription information and a web-searchable archive, are available > via our web site at http://www.hrinet.org (click on "Listserv Lists") >====================================================================== > Herbert B. Chermside, CRA Director, Sponsored Programs Administration Virginia Commonwealth University PO BOX 980568 Richmond, VA 23298-0568 Express Delivery Only: Sanger Hall, Rm. 1-073 11th & Marshall Streets Richmond, VA 23219 Voice: 804-828-6772 Fax 804-828-2521 OFFICE e-mail xxxxxx@VCU.EDU Personal e-mail xxxxxx@vcu.edu http://views.vcu.edu/ospa/ ====================================================================== Instructions on how to use the RESADM-L Mailing List, including subscription information and a web-searchable archive, are available via our web site at http://www.hrinet.org (click on "Listserv Lists") ======================================================================
