Dear FAR / DEAR guru's,

I would appreciate your help and further ask that if you know of some other
listserv where my question is most likely to find a definitive answer,
please forward this posting to that listserv.  (In fact, please also share
with me other listservs to which I should be subscribed.)

I  have a subcontract I am negotiating with an independent nonprofit
organization (non-university), "WXYZ", who has a R and D subsidiary. WXYZ
received a DOE contract and wishes to subcontract to our university a
portion of the work.  Portions of our work are potentially patentable. Not
surprisingly, the subcontract contains a thick general provisions section of
the flow-through clauses.  Company WXYZ has incorporated and amended these
clauses by substituting "WXYZ" for, or adding "and WXYZ" to, the words
"government", "contracting officer", "patent counsel" and "DOE" (depending
upon the specific clause).  Specifically of concern to CWRU are the
incorporated clauses dealing with patent rights and rights in data (DEAR
952.227-11, FAR 52.227-14, FAR 52.227-17, FAR 52.227-23 and FAR 52.227-23).

CWRU has no problem giving the government its rights as dictated by
Bayh-Dole, but we have a problem giving up rights not apparantly specified
by Bayh-Dole.  In addition, it seems that substituting "WXYZ" for
"government" takes away rights from the government as well.

I have two questions:

1.  Where in FAR and / or DEAR are the rights to make these substitutions
given to these companies?

2.  How have other universities dealt with these clauses?

Thanks so much for your help.

Rosemary
****************************************
Rosemary K. Alexander
Assistant Director, Office of Research Administration
Case Western Reserve University
10900 Euclid Avenue
Cleveland, Ohio 44106-7015

xxxxxx@po.cwru.edu
Phone: 216-368-2008
Fax:     216-368-4679

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