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Research Administration 101:Series Three - Agreement Types
Tammy Kuhn Martin Research
Administrator College of Engineering
Dean’s Office
Stephen G. Harsy, PhD Assistant Dean for Technology
Transfer School of Medicine and Public Health
Dawn Herrick Research
Administrator College of Engineering
Dean’s Office
Research Administration 101:
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Overview of Today’s Topic
Agreement Relationships
Research Funding Mechanisms
Non-Funded Agreements
Terms & Conditions - Key Issues
Agreement Process & Examples
Overview of Today’s Topic
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Sponsored Research Projects• What is it?
– A project funded by an award from a grant, contract, or cooperative agreement under which the UW agrees to perform a certain scope of work, according to specified terms and conditions, for a specific budget.
– A sponsored project requires detailed financial accountability and compliance with the sponsor’s terms and conditions.
Sponsored Research Projects
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Overview of Today’s Topic
Non-Funded Agreements
Research Funding Mechanisms
Agreement Relationships
Terms & Conditions - Key Issues
Agreement Process & Examples
Overview of Today’s Topic
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Types of Research Funding Mechanisms
• Agreements/Contracts
• Grants
• Gifts
Types of Research Funding Mechanisms
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Agreement/Contracts
• Sponsored Research Agreements
• Cooperative Agreements
• Clinical Trials
• Fee for Services
Agreement/Contracts
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Types of Sponsored Research Agreements• Fixed Price
– Projects that have a total price that has been accepted by both parties, regardless of the actual costs incurred by the UW
– An agreed upon payment schedule based either on milestones or dates• UW prefers 60,30,10 split
– Nonrefundable
– Does not require a financial report of how the UW spends the project budget
Types of Sponsored Research Agreements
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Types of Sponsored Research Agreements
• Cost Reimbursable– Projects that have a price accepted by both
parties based on the actual expenses incurred by the UW
– – Payment based on invoices, financial
reports, or both that show expenses incurred by the UW
– If UW does not spend up to the approved budget, we don’t receive all the money
Types of Sponsored Research Agreements
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Examples of Sponsored Research Agreements
• Industry• Federal Contracts/Agreements• Education Institutions• Other Governmental Entities
Examples of Sponsored Research Agreements
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University’s Standard Research Agreement
• Developed by the UW for industrial sponsored research, but can be used for all sponsors
• Use of this agreement, without alteration, eliminates the need for negotiation between the UW and the Sponsor
• Often used as a template to initiate the negotiation process
University’s Standard Research Agreement
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Clinical Trials
• Sponsor pays UW to test the safety or efficacy of a treatment which could include a drug, device, diagnostic or procedure on humans
• Usually driven by FDA regulatory requirements (Phase I, II, III, IV)
• Not all human subjects research is a clinical trial
Clinical Trials
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Fee for Service
Fee for Service is NOT RESEARCH Routine work with minimal intellectual
input Execution of a pre-defined or repetitive process Production of a product that meets pre-defined
specifications Does not involve the creation or dissemination
of new knowledge, or scientific advancement in a field
Standard pricing Personnel-in-training not involved
Fee for Service
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Fee for Service (cont.)
Contract terms No publication Secrecy of results No retention of ownership of data
Requirements128 or 136 account establishedPricing covers costsAccounting procedure are auditableProposed project within 128/136 definition
Fee for Service (cont.)
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Research Funding Mechanisms
• Sponsor Research Agreements
• Grants
• Gifts
Research Funding Mechanisms
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Grants
• A type of funding mechanism awarded to the UW for the conduct of research or other program as specified in an approved proposal
• A grant is used whenever the awarding office anticipates no substantial programmatic involvement with the UW during the performance of the activities
Grants
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Grants
• Simple terms– Project Dates– Award Amount– Payment terms– Performance ReportsNOTE: Most Grants will say they are a Grant (i.e. Notice of
Grant Award)
• Examples – Federal Government– Foundations/Non-Profits
Grants
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Grants & FDP
• Federal Demonstration Partnership– The Federal Demonstration Partnership (FDP) is
a cooperative initiative among federal agencies and institutional recipients of federal funds.
– It was established to increase research productivity by streamlining the administrative process and minimizing the administrative burden on principal investigators while maintaining effective stewardship of federal funds.
• Benefits from FDP – Ninety-day pre-award spending – Institutionally approved no-cost extensions up
to one additional year– automatic carryover of unobligated funds from
one budget period to the next. – Specific agency benefits can be found on RSP’s
website. http://www.rsp.wisc.edu/awardmgt/fdpnondefense.html
Grants & FDP
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Research Funding Mechanisms
• Sponsor Research Agreements
• Grants
• Gifts
Research Funding Mechanisms
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Gifts
• What makes it a GIFT?– Five requirements to be a gift
• Supports broadly defined activities• No detailed technical reports required• No rights to IP claimed by donor• No restrictions on publication or use of results• Irrevocable
• UW’s Gift Policy (http://www.rsp.wisc.edu/policies/uwfoundation.html)
Gifts
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Gifts
• Given directly to UW• University of Wisconsin Foundation
– Examples of who give gifts to UW• Industry • Individual
– Examples of gifts we can’t accept• Government • Educational Institutes
Gifts
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Overview of Today’s Topic
Agreement Relationships
Research Funding Mechanisms
Non-Funded Agreement
Terms & Conditions – Key Issues
Agreement Process & Examples
Overview of Today’s Topic
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Agreement Relationships
• Federal Government• Industry• State & Local Government• Other Institute of Higher Education• Non-profit & Foundations
Agreement Relationships
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Federal
• Majority of research funding that UW receives comes from the Federal Government through Grants.
• When UW does receives a Federal Contract there are additional terms that we need to review and negotiate if necessary and the University has to sign the contract.
– Examples • FAR Clauses• Specific Deliverables
Federal
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Industry
• The majority of the research funding that we receive from Industry is in the form of an agreement or contract.
• This type of an agreement consumes the most effort to bring a project to UW.
– Industry wants to make a profit– UW’s mission is to create and disseminate
knowledge
Industry
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State & Local Government•As a state agency, UW receives funding from the state
•Specific arrangements set up with other state agencies
Inter-Agency Agreement Purchase Order Work OrderShared Grant (other UW System Colleges)
UW also receives funding from cities & counties in Wisconsin. There are no standardized arrangements set up with them.
State & Local Government
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Other Institutes of Higher Education
• Will provide a standard agreement for the project. If they don’t have one, UW’s Standard Research Agreement can be used.
• If University/College is a member of FDP, they will provide the standard FDP subagreement.• Need to make sure no additional terms are
added to the FDP Agreement. • Some University’s might have specific items
that they want that are outside the FDP terms.
Other Institutes of Higher Education
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Non-Profits & Foundations
•Provide the UW with a signed letter grant and if UW accepts grant conditions we counter sign.
PurposePeriodConditionsReporting
•Similar goals or mission of UW – interested in the results of the research and making it know to the public.
Non-Profits & Foundations
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Overview of Today’s Topic
Agreement Relationships
Research Funding Mechanisms
Non-Funded Agreements
Terms & Conditions – Key Issues
Agreement Examples
Overview of Today’s Topic
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Communication and compromise
are key.
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• UW Policy– Intellectual Property– Data Use and
Ownership – Publication– Confidentiality– Guaranties
• State Law– Insurance– Publicity– Indemnification– Jurisdiction
So what do those Terms mean anyways…So what do those Terms mean anyways…
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• What is it?• What are the
UW rules?• What can we
accept in an Agreement– Federal vs
NonFederal
Intellectual PropertyIntellectual Property
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Intellectual Property
• What is it?– Patentable
inventions: a process, device, or composition of matter
– Copyrightable works: writings, software
Intellectual Property
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Intellectual Property
• Federal law allows UW to claim title to own patents created using federal funds - Bayh-Dole Act
• UW Patent policy - Faculty own inventions created in the course of their research activities, with UW retaining a license for educational and research purposes unless Federal funding has contributed to creation/development of invention
Intellectual Property
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Who owns IP?
• If invention is federally funded, university has first option to own; if we don’t want it, it belongs to feds
• If work is funded exclusively with non-federal sources, faculty owns inventions unless a contract says differently
• Faculty own copyrightable works in most cases, unless a contract says differently
Who owns IP?
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Industry-Sponsored Research
• Preferred Position– UW ownership of faculty invention– Sponsor has option to negotiate a royalty-
bearing commercial license to UW inventions
• If first pass unsuccessful, a variety of approaches are tried – life gets complicated
Industry-Sponsored Research
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Data Use and Ownership
• UW does not surrender ownership of research data produced by its faculty, staff or students.
• UW must own the results of its research for educational and research purposes.
• Sponsor may receive copies of data.
• Sponsor may use data as long it use does not conflict with IP rights and right of PI to publish.
Data Use and Ownership
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Publication
• A primary mission of UW is to discover and disseminate knowledge.
• UW will protect confidential information received from a sponsor, it cannot enter into an agreement which obstructs public access to information derived from faculty research.
• Sponsors may have short period of time (no longer than 90 days) to review the pending publication to: Identify any patentable discoveryRemove company confidential information
Publication
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Confidentiality
– UW does not perform Classified Research
– UW will keep confidential any proprietary information that it receives from a sponsor, but UW results are not confidential
– UW also cannot keep Confidential the existence of the Agreement• WI Open Records laws• Public University
Confidentiality
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Guaranties
• Since state-of-the-art research is by nature unpredictable and without guarantee of success, UW research is conducted on a reasonable-efforts basis.
• Since it is inconsistent with the reasonable-efforts principle, the UW cannot accept contract provisions that impose penalties for failure to make progress or provide for withholding of payment if the sponsor is not satisfied with the results.
Guaranties
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• Insurance• Publicity• Indemnification• Jurisdiction
State LawState Law
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• UW is self-insured – The parameters are set by state law – UW has no authority to indemnify
outside parties – UW cannot name a third party as an
additional insured – UW cannot provide a certificate of
insurance as the term is ordinarily understood
InsuranceInsurance
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• UW must be able to report contracts to the Regents and comply with public records requests
• UW cannot keep confidential the existence of a research collaboration or of contract, or its terms
• UW cannot keep confidential the outcomes of UW research
PublicityPublicity
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Indemnification
• UW can indemnify a sponsor only for liability for acts or omissions by UW employees, agents or officers while acting within the scope of their employment and as allowed by Wisconsin Law.
Indemnification
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• Jurisdiction is the power of a court to compel a party to appear, and to impose a judgment on that party after providing due process (usually in another state).
• Cannot agree in contract to jurisdiction or court of any state other than Wisconsin.
JurisdictionJurisdiction
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Overview of Today’s Topic
Agreement Relationships
Research Funding Mechanisms
Non-Funded Agreements
Terms & Conditions – Key Issues
Agreement Process & Examples
Overview of Today’s Topic
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Non-Funded Agreement
• Any agreement where no funding is being provided to the University
– Examples include: • Memorandums of Understanding• Confidential/Non-disclosure Agreement• Collaboration Agreement• Materials Transfer Agreement• Licensing Agreement• Software Agreement• Data Use Agreement
Non-Funded Agreement
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Confidential & Non-Disclosure Agreements
• Agreement to keep information transferred from one party to another secret
• Often preliminary to establishing research relationship
• Must be signed by UW• It should not have Publication, Copyright or
Ownership language• Flavors
– One-way– Two-way (Mutual)– University– WARF
Confidential & Non-Disclosure Agreements
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Material Transfer Agreements
• Is an agreement that define the obligations each party undertakes when a research material is transferred from one organization to another.
• Transfer of materials can be achieve in one of two ways.
Material Transfer Agreements
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Material Transfer Agreements
• UW PI is receiving materials Required– Sponsor provides compound, drug, biological
material, cell line, mice, etc. for use in UW research
– UW provides funding for the research– Materials often highly proprietary
• UW PI is sending materials out – UW investigator provides material to sponsor– May need WARF management
Material Transfer Agreements
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Material Transfer Agreements
Other Transfer Agreements• Software
– Often takes the form of a no-cost software license
– May involve UW evaluation of utility and performance of software
• Data Use Agreements– UW wants access to data owned by
someone else– Sponsor may put limits on its use, seek
access and rights to results
Material Transfer Agreements
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Collaboration Agreements
• Both parties agree to contribute resources and work together to find an answer to a particular research inquiry– Materials & equipment– Personnel, or specialized expertise to the project
• Agreement involves no transfer of money.
• Examples of Collaboration Agreements – Consortium Agreements– Memo of Understanding Agreements
Collaboration Agreements
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Overview of Today’s Topic
Agreement Relationships
Research Funding Mechanisms
Non-Funded Agreements
Terms & Conditions – Key Issues
Agreement Process & Examples
Overview of Today’s Topic
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The Review and Negotiation Process at UW
Upload the Agreement to WISPER record and
sent to Dean’s Office
The Dean’s Office reviews and routes the record to RSP
RSP reviews the
agreement and identifies
any issues that need to be changed.
RSP will send Red-
line to Sponsor to
start Negotiations
Once negotiations are completed, the
Agreement is signed.
Once the Agreement is
fully executed, a project number is establishedPI receives
the Agreement directly
If changes are needed to IP,
the Agreement
may be sent to WARF for
review
If changes specific to PI or the project are needed, may send back to Dean’s office for approval
Agreement ProcessAgreement Process
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The Review and Negotiation Process for the School of Medicine and Public Health and the College of
Engineering
Upload the Agreement to WISPER record and
sent to Dean’s Office
The Dean’s Office reviews and red-lines
the Agreement with any
changes that we need
If changes are needed to IP, the
Agreement may be sent to WARF for
review
Send red-line Agreement to RSP for
any additional changes needed
Dean’s Office will send Red-
line to Sponsor to
start Negotiations
Once negotiations are completed, the
Agreement is signed.
Once the Agreement is
fully executed, a project number is establishedPI receives
the Agreement directly
Agreement ProcessAgreement Process
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Agreement Examples
• Master Agreement• Research Agreement• Federal Contract• Clinical Trial Agreement• Confidentiality/Non-Disclosure
Agreement• Materials Transfers Agreement
Agreement Examples
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• Websites – Research and Sponsored Programs
• www.rsp.wisc.edu
– WARF (Wisconsin Alumni Research Foundation)• http://www.warf.org/
– The Graduate School• http://
info.gradsch.wisc.edu/research/ip/index.html
Resources Resources
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Agreement Types
Questions?Questions?
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