4.8 Working with Industry

Revised 7/16/03

The University encourages cooperation with private industry in the search for new and useful knowledge. We believe that we can, while maintaining academic freedoms and values, advance the search for truth through free inquiry. We can also find ways to combine our unique resources with the resources of private industry to investigate important areas of interest to the research sponsor, the University, our faculty and the public. The goal of this cooperation is to promote close and imaginative working relationships between the University and industry that will nurture the development of new knowledge while still maintaining the integrity and independence of the University, our faculty and students.

Unlike the federal agencies that fund research, a private corporation often views research collaboration with the University as a business "deal." Private companies often expect something tangible in return for their research investment. In some cases, the company is simply seeking data or knowledge that can be used in their own research and development, or they may want a clinical study performed by a medical school. In other cases, a company may wish to have a direct relationship with a certain faculty member, i.e., a consulting agreement. (Acceptable only if the University does not have a sponsored project already in the PI's/consultant's name from the same company). Often, however, the company is seeking technology they can use to form the basis for a segment of their business growth. The expected result of the research is patentable discoveries, or reliable data, which lead to new commercial products and improvements in or new uses for existing products.

The University uses written agreements to formalize cooperative research with industry. The Office of Sponsored Projects (OSP) structures agreements to protect the integrity of both the company and the University, allowing each to pursue its strengths with assistance from the other. Each agreement is negotiated on a case-by-case basis to take into account the diversity of the organizations involved. Therefore, negotiating agreements with private industry usually takes more time than with the federal or state governments.

Principal Investigators are encouraged to engage in preliminary discussions on the scope of work with industry but cannot obligate the University or enter into binding agreements (with the exception of private consulting mentioned below). Prior to any formal discussions with a sponsor, the Principal Investigator will submit to OSP a Document Summary Sheet with a written proposal. This should contain, at a minimum, a scope of work, a description of any deliverables, budget, and start and end dates for the project. OSP will contact the appropriate individual at the company to negotiate the terms and conditions of the agreement. As necessary, OSP will coordinate with other offices on campus including the Office of General Counsel, Risk Management, Workers Compensation, the Technology Transfer Office (TTO) and others. The Principal Investigator will develop the statement of work and budget and will be kept abreast of the progress of the negotiations by OSP. The Principal Investigator will have the opportunity to review and comment on drafts and finalized contracts, prior to signature by the Director of the Office of Sponsored Projects. All agreements must be approved and signed by the Director of the Office of Sponsored Projects.

4.8.1 Publications

The University maintains the right to freely publish the results of their research and scholarly activity. The University may allow a sponsor to review materials prior to publication, but such review will be limited in scope and subject to a reasonable period of time. Generally publications may be withheld up to six months. With VP permission and with the approval of the PI the University may withhold publication for longer providing the following conditions are satisfied: no graduate students and intellectual property are involved, and a patent application by the University or sponsor would be compromised.

4.8.2 Intellectual Property from University Research

The work done by University researchers (i.e. faculty, students, staff) is intellectual property owned by the University. Although the Vice President for Research may approve exceptions, the University will retain ownership of any intellectual property generated from the efforts of its researchers. The sponsor can expect to be granted first option to license the intellectual property using a licensing agreement negotiated by TTO. This may not be the case with clinical studies, which are negotiated on a case by case basis, through OSP and TTO.

4.8.3 Intellectual Property Owned by the Sponsor

The University recognizes that it has a responsibility to a commercial partner not to disseminate proprietary information that is owned by the sponsor. A nondisclosure clause in the contract or a separate non-disclosure agreement between the University and the sponsor is one common method of protecting this property. The University is subject to the "Utah Government Records Access and Management Act" (GRAMA). As such, all sponsor proprietary or confidential data should be in written form, and appropriately and clearly marked confidential before the University can accept and protect it.

Non-Disclosure Agreement Guidelines

A University of Utah non-disclosure agreement may only be signed by an authorized signatory of the University.  These agreements will only be signed when it is in the best interest of the University, such as a potential sponsored project, license agreement, or other agreements.

If an unauthorized employee signs a non-disclosure agreement in the name of the University, they do so at their own risk.  The University may decline to support that employee if legal action is required. See authorized signature policy.

Individuals may sign non-disclosure agreements when they are acting outside their capacity as employees of the University, such as a consultant.  Under these conditions there is no implied relationship between these external consulting agreements and the University.

A responsible individual will be designated and will accept responsibility for the confidential information under the non-disclosure agreement.  The responsible individual will acknowledge, by signature, that they understand the requirements of the non-disclosure agreement and that they are ultimately accountable for the proper control of confidential information.  Proper control means:

1. Obtaining, reading, and understanding the contents of the non-disclosure agreement.
2. Documenting that others who have access to the confidential information:
   1. have the right to access;
   2. understand that the information is confidential and;
   3. are knowledgeable about the contents of the non-disclosure agreement.
3. Keeping a record of those who have had access to the information
4. Appropriately marking information as proprietary or confidential as required by the         agreement.
5. Insuring that the information is properly stored and secured as designated by the agreement.
6. Insuring that the information is returned or destroyed as designated in the agreement.
7. Properly identifying potentially patentable information resulting under an agreement and working with the Technology Transfer Office to appropriately protect such information.

University employees with access to the agreement have a responsibility to adhere to the content of the signed non-disclosure agreement.

4.8.4 Consulting

The University has a published consulting policy. This is a business decision between the company and the faculty/staff member as an individual, not as an employee of the University. That individual is responsible for all aspects of the consulting arrangement such as taxes, insurance, and legal matters. University facilities equipment, employees, or the University name cannot be used while performing under the consulting arrangement. Consulting is not part of University/industry relationship discussed in this portion of the handbook and the Office of Sponsored Projects, Technology Transfer, Research Accounting or other University support organizations cannot become involved.

4.8.5 Conflict of Interest

All University and industry agreements must be consistent with the University's policy on conflict of interest. See Section 2, Research Ethics Policies in the handbook.

4.8.6 Assurances

University policies pertaining to health and safety including, but not limited to human subjects, animal research, radioisotopes, biosafety, and occupational and environmental protection, are applicable to ALL research conducted by the University. See Section 7, Compliance Issues in the handbook.

4.8.7 Expenditure of Funds

After a contract is signed, funds from the industrial partner are under the control of the principal investigator and must be expended for their intended purpose, within the scope of work of the contract as delineated in the award document and according to University policy. Federal Regulations and Cost Accounting Standards require consistent accounting procedures regardless of the source of funds.