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Re: Contract wording Snodgrass, Darri 01 Apr 1998 17:57 EST


1. Title to Work Product - It is ACHRI policy "to acquire and retain legal
title to all inventions created by any person or persons to whom this policy

is applicable.  This policy is established in furtherance of the commitment
of the ACHRI to the widest possible distribution of the benefits of ACHRI
Research, the protection of inventions resulting from such research, and
the development of inventions for the public good.  Inventors shall retain
rights in inventions which the ACHRI and UAMS have chosen not to claim
under this policy or pledged to a third party as a result of a grant,
cooperative agreement, or other sponsored research."  Preferred contract
wording would be:
All research data and results generated during the course of the
Study shall be owned by Sponsor and Institution.  Sponsor may use
or transfer the same for any lawful purpose in a manner not
inconsistent with this Agreement with no further payment to
Institution.  Institution may use the data and work products it
generates hereunder for research purposes only.  Sponsor may
transfer its ownership rights.  Institution's ownership rights may not
be transferred nor may they be used to transfer title to the data and
work products.

2.  Publcation Rights - It is ACHRI policy that "In all Sponsored
Research, the right shall be reserved for Inventors and the ACHRI to
publish and disseminate the knowledge gained and the results obtained.
ACHRI may grant a sponsor a limited review period prior to publication
in order to protect proprietary information and any technology which
may be the subject of a patent application."  Preferred wording of
agreements would be:
The Principal Investigator is free to publish in reputable journals or
to present at professional conferences the results of the Study.
Sponsor shall be furnished copies of any proposed publication or
presentation at least 45 days prior to submission of such proposed
publication or presentation.  During that time, Sponsor shall have
the right to review the material for confidential information
provided by Sponsor and to assess the patentability of any
Invention described in the material.  If Sponsor decides that a
patent application should be filed, the publication or presentation
shall be delayed an additional 75 days or until a patent application
is filed, whichever is sooner.  At Sponsor's request, confidential
information provided by Sponsor shall be deleted.

Note that we try not to allow for Sponsor approval, merely review.  If they
insist on approval, you should add a clause that such approval will not be
unreasonably withheld.

Hope that this helps some.

Darri L. Snodgrass
Administrative Director of PreAward Services
Arkansas Children's Hospital Research Institute
1120 Marshall Street
Little Rock, AR  72202-3591
Phone:  (501) 320-3581  Fax:  (501) 320-3547

> -----Original Message-----
> Sent: Wednesday, April 01, 1998 12:24 PM
> To:   Multiple recipients of list RESADM-L
> Subject:      Contract wording
> Hi all--
> We are helping negotiate a contract between some faculty members and
> an external sponsor.  The working relationship is amiable and all
> parties want to achieve a mutual and beneficial agreement.
> As is not unusual, there are a couple of stumbling blocks - ownership
> of the data and publication rights.  I have looked at notes from
> workshops and talked with other people about alternate wordings, but
> am still not convinced I have found exactly what is needed and
> acceptable.
> Suggestions for wording for the two points below would be
> welcome from anyone on this listserv.
> 1. "Upon termination or expiration of this Agreement, Sponsor shall
> own all data and information generated by the research ...."
> 2. (re: publications) "...Principal Investigator shall have furnished
> Sponsor with a copy of the proposed disclosure at least thirty (30)
> days before actual disclosure and Sponsor shall have returned written
> approval to Institution approving the proposed disclosure.  Upon
> Sponsor's request, Principal Investiagor shall delay public
> disclosure to accommodate Sponsor's recommendations and/or revisions
> relative to the proposed disclosure.  At the request of Sponsor, the
> Principal Investigator shall agree to further delay public disclosure
> in order to permit the prepartion of a revised disclosure, if
> necessary.
> Responses can come back through the listserv or to me directly.
> Thanks for your help.
> Chuck Howard
> University of Northern Colorado Research Corporation