I am adding at the bottom the text of VCU's simplest research agreement, with cover letter, we use with commercial firms. I've put it into a TXT file for transmission, so the formatting is horrible, but the language is there. (We actually have it set up as a merge document in Word 7, and insert the variables, push a button, and it pops out.) I find it a very useful starting point, and many sponsors accept it with no change. Chuck At 11:23 AM 4/1/98 -0700, you wrote: >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 >xxxxxx@uncrc.unco.edu > TEXT FOLLOWS: RE: Dear : Please find enclosed an agreement for the above referenced research project that you have discussed with Dr. . We look forward to continuing to work with and are appreciative of this opportunity to provide you with our services. Dr. has referred the administrative process of this project to our office as it is our responsibility for all contractual interactions with external sponsors. Virginia Commonwealth University offers the enclosed agreement for your consideration. We are not bound to use this particular document, but do require some form of legal agreement to perform the scope of work designated in your project summary. If your company has other language that is preferred, we will be pleased to have it reviewed for acceptability by Virginia Commonwealth University's legal advisor and/or other administrators. If you find this agreement acceptable, please return one fully executed copy and retain the other for your records. Should you have any questions, please do not hesitate to give our office a call at 804-828-6772. Again, thank you for your support to our University. Questions regarding invoices, details of charges and other financial matters should be directed to Margie Booker, Director, Grants and Contracts Accounting, phone 804-828-8104. Please note that all correspondence regarding this agreement should be forwarded to my attention at the Office of Sponsored Programs. Sincerely yours, Herbert B. Chermside Director Sponsored Programs Administration VIRGINIA COMMONWEALTH UNIVERSITY RESEARCH PROJECT AGREEMENT Number This Agreement is made by and between Virginia Commonwealth University having a business address at P.O. Box 980568 Richmond, Virginia 23298-0568 (hereinafter referred to as VCU) and having a business address at , , , (hereinafter referred to as SPONSOR) RESEARCH SUBJECT: The purpose of this agreement is to promote the increase of useful knowledge relating to: IT IS AGREED: 1. STATEMENT OF WORK. VCU agrees to use its best efforts to perform the basic research project entitled, ," hereinafter referred to as PROJECT. VCU agrees to furnish such available laboratory facilities and equipment as it shall determine necessary for the work to be done on this PROJECT except for that which may be awarded as part of the Agreement. 2. INVESTIGATOR. The research will be supervised by Dr. , hereinafter referred to as "INVESTIGATOR", who will keep SPONSOR apprised of the progress of the research at reasonable intervals. For this purpose, the SPONSOR has assigned a member of its research staff, to act as the contact for the research project. 3. TERM OF AGREEMENT. The PROJECT shall be conducted and this agreement shall be in effect during the period through , unless changed by written amendment to this agreement. 4. COST. As full consideration for the performance of PROJECT, SPONSOR will pay VCU the fixed sum of (in U.S. funds). Payments will be due in advance in equal amounts, upon execution of this agreement, and thereafter on each three-month anniversary of execution. Payments shall be by check made payable to Virginia Commonwealth University and remitted to: Director, Grants and Contracts Accounting, P.O. Box 843039, VCU, Richmond, Virginia 23284-3039 U.S.A. Payment shall be identified by the agreement number and the name of VCU's investigator. Pursuant to Sec. 2.1-732 et seq., of the Code of Virginia, and in accordance with rules and regulations promulgated by the State Comptroller and Attorney General of the Commonwealth of Virginia, each past due account referred for delinquent collection action, will be charged interest, collection costs and fees. 5. REPORTING OF RESEARCH. VCU's INVESTIGATOR shall from time to time make informal verbal or written reports, and before , submit a formal written report on the progress, findings, and results of the PROJECT to SPONSOR's representative named in paragraph 2. 6. 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 10. VCU will acknowledge SPONSOR's support of this research in publications of results of the research. 7. INVENTIONS. Title shall vest in VCU to any and all of the following that are first conceived, created, discovered or reduced to practice in the performance of the research by VCU participants: any and all inventions or discoveries, whether patentable or not; data, technical information, and research results; and copyright to copyrightable materials (collectively, "VCU Intellectual Property"). VCU may elect to file patent applications or SPONSOR may request VCU to do so. If SPONSOR so requests but VCU elects not to do so, SPONSOR may do so on VCU's behalf. If VCU elects to cease prosecution or maintenance of a patent, SPONSOR may at its expense continue same. SPONSOR shall pay the costs of patenting and maintaining patents for those that SPONSOR requests VCU to seek, or to which SPONSOR obtains an exclusive license from VCU. VCU agrees promptly to disclose to SPONSOR, and SPONSOR agrees to hold in confidence, all such VCU Intellectual Property. Should any third party have any right to any invention made by VCU under this agreement by virtue of other agreements to which VCU is a party, VCU will so inform SPONSOR as soon as possible. 8. OPTION. VCU hereby grants SPONSOR an exclusive option, which must be exercised in writing within sixty (60) days after SPONSOR's receipt of VCU's final research report, to enter into good faith negotiations for a license under any patent applications and patents included in VCU Intellectual Property and any other of VCU Intellectual Property that is requested to be kept confidential by SPONSOR as provided above. To the extent VCU has the legal right, such a license may be an exclusive, worldwide license to practice such VCU Intellectual Property and sell products embodying or produced by use of same, except that VCU shall retain a non-exclusive, non-transferable, irrevocable, paid-up license to use the VCU Intellectual Property for its own educational and research purposes. Any such exclusive license shall contain such terms and conditions as VCU and SPONSOR may mutually agree upon, and must be concluded within ninety (90) days after exercise of the OPTION, unless negotiations are extended by mutual agreement. 9. LICENSE. VCU hereby grants to SPONSOR a non-exclusive, non-transferable, paid-up license to use the VCU Intellectual Property in SPONSOR's own internal research. This license terminates upon the expiration or exercise of the option described in Article 8., OPTION. 10. CONFIDENTIALITY. VCU agrees to hold in confidence for a period of five (5) years from the expiration of this agreement all information which SPONSOR may wish to disclose to VCU's INVESTIGATOR, in writing and marked confidential, under the Agreement except: a. technical information which, at the time of disclosure, is in the public domain; b. technical information which, at the time of disclosure, is published or otherwise becomes part of the public domain through no fault of VCU or its representatives; c. technical information which was in the possession of VCU at time of disclosure and such possession can be properly demonstrated, and was not acquired from SPONSOR under an obligation of confidence; or d. information required by law or governmental regulation to be disclosed. VCU will not bind its registered students to this confidentiality agreement. However, VCU agrees that no confidential material will be made available to students without the prior written approval of SPONSOR. 11. 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. 12. SPECIAL PROVISIONS. 13. ENTIRE AGREEMENT. This Agreement sets forth the entire understanding between the parties as to the subject matter hereof and merges all prior discussions between them. Any amendment to this Agreement shall be in writing and signed by the parties. 14. APPLICABLE LAWS. This Agreement shall be construed under the laws of the Commonwealth of Virginia. IN WITNESS WHEREOF, the parties have executed this Agreement. __________________________ Typed Name: Date & Tax I.D.#: 4 1 6 1 Herbert B. Chermside, CRA Director, Sponsored Programs Administration Virginia Comonwealth 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/views/ospa/
