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Re: Contract wording Herbert B. Chermside 02 Apr 1998 09:24 EST

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


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
>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
>Responses can come back through the listserv or to me directly.
>Thanks for your help.
>Chuck Howard
>University of Northern Colorado Research Corporation



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
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.
Commonwealth University offers the enclosed agreement for your
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
for acceptability by Virginia Commonwealth University's legal advisor
and/or other

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
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
Sponsored Programs Administration



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)


having a business address at

, , ,
(hereinafter referred to as SPONSOR)


The purpose of this agreement is to promote the increase of useful
knowledge relating to:


1.      STATEMENT OF WORK.  VCU agrees to use its best efforts to perform the
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

2. INVESTIGATOR.  The research will be supervised by Dr.  , hereinafter
referred to as
"INVESTIGATOR", who will keep SPONSOR apprised of the progress of the
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
be in effect during the period  through , unless changed by written
amendment to this

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
amounts, upon execution of this agreement, and thereafter on each three-month
anniversary of execution.  Payments shall be by check made payable to
Commonwealth University and remitted to: Director, Grants and Contracts
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
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
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
pay the costs of patenting and maintaining patents for those that SPONSOR
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
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,
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

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.,

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
b. technical information which, at the time of disclosure, is published or
becomes part of the public domain through no fault of VCU or its
c. technical information which was in the possession of VCU at time of
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.


13.     ENTIRE AGREEMENT.  This Agreement sets forth the entire understanding
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
Commonwealth of Virginia.

IN WITNESS WHEREOF, the parties have executed this Agreement.

 Typed Name:

Date & Tax I.D.#:




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