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")
======================================================================