General Principles
We work with faculty to understand each research project a contract is meant to cover, negotiate the agreement terms with sponsoring agencies, and obtain institutional approvals for the contracts from University administration. Our goal is to put legally binding contracts into place that are most appropriate for each specific project to support and protect the needs of the faculty and students conducting research.
This guide is a summary of the broad principles applicable to research agreements between The University of Texas at Dallas (UTD) and industrial and commercial organizations. The principles set forth in this guide reflect UTD’s position as a public university, as well as an agency of the State of Texas. This brief presentation of information about UTD is intended to facilitate our research relationship with industry.
As a public, Texas university, it is important to remember that Texas constitutional, statutory, and administrative law and regulations apply to some of the sections discussed; particularly in areas of intellectual property, liability/indemnification, and publication. Similarly, The University of Texas System’s policies and procedures apply to industrial agreements and contracts as relevant. These various requirements are what distinguish public universities from private universities. All questions, particularly in the sensitive areas noted above, should be discussed and resolved in consultation with UTD’s Office of Sponsored Projects (OSP) and Office of Technology Commercialization (OTC).
Introduction
UTD has a history of collaboration with industry in the support of research that is consistent with our missions of teaching, research, and public service. Cooperative efforts are encouraged because they produce mutual benefits, as well as benefits to society.
Industry support contributes to the education of engineers, scientists, and others and also to the development of technologies that can be put to practical use by society. Facilitating the transfer of technology is an important goal of the cooperative university-industry relationship.
One of the primary purposes of UTD is to carry out research to advance the frontiers of science and technology and to advance educational programs. Instruction and research are interdependent; both suffer when dealt with separately. UTD’s research projects should be of intellectual interest to the faculty and conducted under their direction.
Industry-sponsored research projects must maintain a balance between UTD’s pursuit of research as an integral part of the educational process and industry’s search for useful knowledge to be applied toward the development of products, processes, and services. A valuable benefit of university-industry collaboration is to provide additional research and opportunities for students.
Corporate Identity
UTD is a public, Texas institution of higher education. All research agreements are to be issued to the institution under its full legal name, “The University of Texas at Dallas”.
Authority to Contract
While initial discussions between industry sponsors and UTD faculty or senior research staff occur in a variety of ways, no program or project may be established or undertaken unless a carefully defined research proposal, including a budget, has been submitted through the university’s internal review procedures, and an acceptable funding agreement has been negotiated and signed by the authorized representatives of both parties. UTD does not honor contracts or commitments made on its behalf by unauthorized individuals.
Publication Policy
Publications–whether from instruction, research, or service projects–are a central hallmark of higher education in the United States. OSP and OTC staff will protect faculty and staff publication interests.
UTD, nonetheless, recognizes the legitimate proprietary concerns of industrial sponsors. Where appropriate, publications may be reviewed by sponsors prior to being submitted for publication in order to protect patent rights. Similarly, on those occasions where a sponsor’s proprietary information has been accepted as necessary background data for a research project, the sponsor may review proposed publications in order to identify any inadvertent disclosure of confidential information. Procedures would normally allow thirty (30) days for such reviews.
Patent Policy
The basic aim of UTD’s intellectual property policy is to promote the progress of science and technology, to assure that discoveries and inventions are used to benefit the public, and to provide appropriate royalty revenues to the university inventor.
UTD has an interest in all inventions of its personnel which are conceived of, or first actually reduced to practice, as part of or as a result of a university administered program of research; activities within the scope of the inventor’s employment by UTD; or activities involving the use of UTD time, facilities, or materials. This includes all funded research projects whether from public or private sources.
The University of Texas System Board of Regents has a right to ownership of any invention in which it has an interest. Therefore, UTD does not have the authority to grant upfront commercial licenses to intellectual property generated through a sponsored research agreement. We can only grant upfront licenses for a sponsor to use for internal research and educational purposes, with an option to negotiate commercial licenses. In cases where joint inventorship results from collaborative agreements with industrial sponsors, joint ownership terms are negotiated as appropriate. UTD will normally grant the right of first refusal to the sponsor for an exclusive or nonexclusive license. Where UTD is a subcontractor to an industrial firm under a federally funded program, this policy remains the same with the exception that the federal government is granted non-exclusive rights for government use only. In addition, UTD must comply with certain government reporting and licensing requirements of the Bayh-Dole Act (P.L. 96-517) for inventions resulting from federally sponsored research. Further information about patent and licensing policies can be obtained by contacting UTD’s Office of Technology Commercialization.
Costs
Industry grants and contracts which support sponsored projects should include both direct and indirect costs. When UTD is a subcontractor to an industrial firm under a federally sponsored program, the current federally negotiated indirect cost rates and historic fringe benefit rates will apply (unless the federal program specifies a lower indirect cost rate).
Liability, Indemnification, Risk and Reasonable Best Efforts
Since research by its very nature is unpredictable and without guarantee of successful results, research is conducted on a reasonable “best efforts” basis. However, research projects are organized in a manner which is sensitive to the differing time constraints of sponsors. Contract provisions cannot be accepted that guarantee results, impose penalties for failure to make progress by firm deadlines, or provide for withholding of payment if the sponsor is not satisfied with the results. Furthermore, UTD does not “warrant” research and work product/deliverables.
As an entity of the State of Texas, UTD does not have the authority to indemnify a sponsor in any manner outside that authorized by the Constitution and laws of the State of Texas. Therefore, it is UTD’s expectation that each party will be responsible for its own negligent acts or omissions. In addition, UTD cannot accept contract provisions requiring UTD to carry liability insurance in addition to the types and levels established by Texas law and/or the State of Texas.
Project Administration
UTD’s policies pertaining to health and safety (such as those governing protection of human subjects, biosafety, occupational and environmental protection, and animal welfare) are applicable to all research conducted at UTD. Projects are also conducted in conformance with equal protection and affirmative action principles established at the federal and state levels. UTD has strong financial management programs that ensure careful control and accountability of all expenditures and high standards of performance in all research projects.
Conflicting Interests or Obligations
UTD’s conflict of interest policy and procedures govern requirements for investigator financial disclosures. UTD does not accept contracts with blanket provisions that preclude the investigator from performing research for others in related areas.
Additional information on conflict of interest and other areas of research compliance (such as export controls) can be found on the Office of Research Integrity and Outreach webpage.
Termination
In the event a funding agreement is terminated by the sponsor for any reason, the sponsor will be expected to reimburse UTD for all costs incurred through the date of termination and for all non-cancellable obligations.
Information
For further information, contact Brian Scott. The University of Texas at Dallas was founded to work as a partner with industry to strengthen scientific knowledge and leverage financial resources. We look forward to working with you.