Industry Sponsored Research Agreements with VCU
(A Guide for Industry)
Virginia Commonwealth University (VCU) is dedicated to a level of teaching that is characterized by an institution-wide involvement in advanced research, and in the transfer of the inventions and discoveries of this research to commercial development. The principles set forth in this guide reflect the University’s position as a publicly supported educational institution.
VCU believes that, while maintaining academic traditions and values that advance free inquiry, ways can be found to combine its research resources with the resources of private industry to investigate important questions of mutual interest. VCU is interested in establishing cooperative studies beneficial to the sponsor, the university, the faculty, and the public as a whole.
- Nature of Work. One of the primary purposes of VCU is to carry out research to advance the frontiers of knowledge. VCU will enter into agreements for research when that research:
- provides faculty with the opportunity to gain experience and knowledge of value to their research and teaching
- is suitable research through which the individual(s) may make worthy contributions, or
- is appropriate public service
Research should be undertaken by the University under support from private parties only if it is consistent with and complementary to the University’s goals and responsibilities to the public.
Administration. Agreements for the private sponsorship of research projects are administered and negotiated by the VCU Office of Research. The designated signatory for VCU in such agreements is the Director of the Office of Sponsored Programs.
While initial discussions between industrial sponsors and University faculty or senior research staff are typical at the outset of any such project, no project may be established unless a carefully defined research proposal, including a budget, has been submitted to the sponsor through the Office of Sponsored Programs, and an acceptable agreement has been negotiated by the Office of Sponsored Programs, and signed by the authorized representatives of both parties.
Direction of Research. While public or private research sponsors may reasonably expect to define broadly the project they will support, university principal investigators may expect to have wide discretion in designing and modifying their sponsored research. Although the sponsor may consult in matters of concern, generally it is not appropriate for the sponsor to specify in detail how the work is to be done.
Patents and Other Intellectual Property. The University has an interest in all intellectual property of VCU personnel, including students, created using university time and resources. The University retains all patent rights from sponsored research and any invention or patentable idea conceived or reduced to practice in the course of the research belongs to VCU. The University will grant to the sponsor a time-limited first right to negotiate an exclusive or non-exclusive license based upon the level of sponsor support. The management of VCU intellectual property is the charge of the Office of Technology Transfer.
Publication. University faculty and students must be free to publish their results. This freedom is essential if universities are to be a source of new knowledge for society. At the same time, good business practice requires that sponsors protect their proprietary rights, trade secrets, or other confidential information.
A sponsor may, prior to publication, review materials resulting from research it has sponsored in those cases where proprietary right may be involved or where the university has been provided a sponsor’s proprietary information. Such reviews should not delay publication for more than ninety (90) days.
Applicable Considerations. The University encourages departmental and center management that assures the highest standards of performance in all research projects. University policies pertaining to health and safety (such as those governing protection of research subjects, biosafety, occupational and environmental protection) are applicable to all research conducted at VCU. The University has strong financial management and internal audit programs that ensure careful control and accountability of all expenditures.
Under State and University requirements, all Principal Investigators must file Conflict of Interest disclosure statements indicating whether or not they have a direct or indirect financial interest in each private sponsor of their research. The statements are open to public inspection. When disclosure statements indicate that a financial interest exists, VCU procedures determine whether an appropriate management process can be put in place.
Best Efforts. Since research by its nature is unpredictable and without guarantee of successful results, VCU research is conducted on “best efforts” basis. However, research projects are organized in a manner that is sensitive to the differing time constraints of sponsors. The University receives no fee or profit on its research. For this reason, and also because it is inconsistent with the best efforts principle, VCU will not accept contract provisions 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. VCU usually contracts for a fixed level of effort at a fixed price.
Payments. Contracts with sponsors are performed on a “no-profit-no-loss” basis. Therefore, research projects incorporate the full costs of the research (both direct costs and facilities and administrative costs) in the research budget.
Termination. In the event a funding agreement is terminated by the sponsor for any reason, the sponsor will be expected to reimburse VCU for all uncancellable obligations.