These references give good advice for teaming arrangements between for-profits, but do not focus on points to which universities should give careful consideration. These comments come from several teaming arrangement negotiations over the years. 1) Federal regulations specific to universities, with particular attention to A-21 (FAR 31.3). Industries seldom understand university costing, including F&A rates. Education of the prospective prime team member is very important, and needs to start very early in the process. The teaming arrangement should include specific recognition of the differing regulations, and assurances that the prime's response to RFP's will address these factors, so that differences do not come as a surprise late in the process! Partners need assurance that there is no value judgement involved in the differences; it's just that the federal applicable regulations are different. 2) Intellectual Property needs careful consideration. Universities' IP is often much broader -- or should we say, less specific-industry-focused -- than a commercial prime's. So reach-through and reach-back terms need very careful consideration. Those matters in a university are also more likely than an industry's to be complicated with prior direct or implied commitments. Industries seldom fully appreciate the IP rights, and obligations, universities get under federal contracts from Bayah-Dole, codified at 37CFR401. This affects the what rights a university can grant a prime to inventions made in the course of a project under a teaming arrangement. It also influences the rights a university must retain. It is my personal opinion that any rights the prime receives for future use of IP should be royalty-bearing. Rates should not be negotiated until the nature of the IP is known; see IRS Rev.Proc.97–14 for effect on a university's capability to issue tax-free bonds for failure to do this. I also suggest IP rights should be limited in field of use, because university inventions are often more basic in nature than industrys', so have a market (for the university) beyond that which the industry can exploit. 3) Industrial teaming arrangements generally expect a non-compete clause for teaming purposes. Universities should consider these carefully. Industries, being more monolithic than universities, seldom understand that a university can, and probably should, commit that a specific research group agree not to team with a competitor industry on the RFP, but must retain the right for other research groups to do so. Also a university should be alert for non-compete language that reaches beyond the specific RFP. 4) As always with university-industry agreements, the publication rights of the university and its faculty must be negotiated to meet the university's standards. Also, confidentiality concerns need to be carefully considered, including (or maybe especially!) impacts on students. Confidentiality regarding the teeming arrangement itself may be fairly reasonable, but extending it to the prospective subcontract may violate the university's standards. And state universities need always be aware of state FOI law effect on confidentiality. 5) Export regulation impacts need careful consideration. Limitations on publication can make them applicable when they would otherwise fall under the fundamental research safe harbor. It is probably advisable that the university insist that the industry not provide information to the university in the teaming arrangement building phase that falls under export regulations, or that such information be identified and only shared with certain university individuals. Of course the effect of export regulations on the conduct and results of the prospective subcontract needs careful consideration, too. 6) The university needs to be particularly aware of any limitations the teaming arrangement, or the resulting subcontract, places on the nature of personnel who can participate; citizenship questions may loom large. As we all know, industries and universities have different goals, methods, and places in society. Good agreements, win-win for both, can be reached in the areas where these realities overlap. But we must watch for areas where they do not overlap, and avoid getting entangled in the differences. Chuck At 04:08 PM 5/5/2004, you wrote: >Ellen, >See this presentation from the NASA...but not NASA specific. >Principles of Effective Teaming agreements: >http://www.hq.nasa.gov/office/codek/teaming_agreement.pdf > >Also, Government Contract Teaming Arrangements: Key Issues >http://www.zsrlaw.com/publications/articles/PDF/rlk000600Teaming.pdf > >Hope you find them helpful. >Terri > > >Terri M. Hall >Assistant Director of Sponsored Programs >Office of Research >University of Notre Dame >511 Main Building >Notre Dame, IN 46556-5602 >Phn: (574) 631-7378 Fax: (574) 631-6630 >http://www.nd.edu/~research > >----- Original Message ----- >From: "Ellen Reinsch Friese" <xxxxxx@WRIGHT.EDU> >To: <xxxxxx@HRINET.ORG> >Sent: Wednesday, May 05, 2004 2:23 PM >Subject: [RESADM-L] Teaming Agreements and Funding Promises > > > > Dear Colleagues: > > > > As our faculty members' reputations grow, they are > > increasingly called upon to "team" with local contractors to > > develop competitive proposals, generally for the federal > > government. We enter into "Teaming Agreements" with these > > companies and make every effort to include language in those > > agreements that commits them, at least in "good faith," to > > fund our university's efforts if the application is > > successful. > > > > We have heard on a number of occasions from faculty who feel > > that they have been "used" by these kinds of arrangements, > > when the work was funded but the company was later unwilling > > or unable to support our particular statement of work. This > > has caused some hard feelings. We want to support these > > collaborative efforts, as there may be potential for > > lucrative funding for our faculty. > > > > We are considering some alternate language suggestions for > > future "Teaming Agreements," in the hopes that we can > > minimize the cases in which our faculty's contributions go > > unrewarded. Have any of you run into this kind of > > situation, and, if so, how have you handled it? If anyone > > has some more definitive language that they have used in > > "Teaming Agreements," our research office would certainly be > > happy to see it. > > > > Thank you for your assistance. > > > > Ellen Reinsch Friese > > > > > > ====================================================================== > > 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") > > ====================================================================== > > > > >====================================================================== > 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 Special Asst. to VP-Research Virginia Commonwealth University PO BOX 980568 Richmond, VA 23298-0568 Voice: 804-827-6036 Fax 804-828-2051 e-mail xxxxxx@vcu.edu ====================================================================== 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") ======================================================================
