Unless an academic has worked in industry at some point in their career, dealing with a for-profit company may be a complete mystery. Partnerships with industry and the funding they provide have become increasingly important as federal dollars have diminished and obtaining them is as competitive as ever. The TVC aims to be a helpful resource in assisting faculty overcome these challenges and navigate interactions with industry. This resource will answer some common questions for faculty members unfamiliar with the Commercial Sponsored Research process.
How does an industry partnership/sponsored research project get started?
A partnership with a company can begin in several different ways. Commonly, industry partnerships begin when scientists from both sides start a dialogue about their research and find common ground for a project. In collaboration with the industry partner, the University researcher should create a scope of work and a budget. Once that groundwork has been laid, the Partnership Development Team at TVC can help facilitate the formalities of the relationship by putting in place, in conjunction with the Office of Sponsored Projects (OSP), the necessary agreements. From there, the Partnership Development team will work with OSP to negotiate and finalize the terms of the Sponsored Research Agreement.
How do I initiate an industry partnership?
Potential approaches to initiating contact with a company are:
Regardless of the approach used, aspects of initiating a partnership require involvement of the University (e.g., confidentiality agreements to protect intellectual property, etc.); therefore, please confer with those individuals at TVC whose responsibility it is to support academic/industry partnerships to help you evaluate opportunities, make decisions, and structure collaborations.
How do I respond to a company's request for partnership?
To help you understand what types of information you should share (confidential versus non-confidential), please confer with those individuals at TVC whose responsibility it is to support academic/industry partnerships to help you evaluate the opportunity, make decisions, and structure collaborations. Ultimately, you will want to assess the proposed science or technology opportunity, whether it aligns well with your own research efforts, and whether a partnership would be beneficial to you and to your potential industry partner. It is also worthwhile to consult your colleagues to determine if they have worked with this company or used similar technology, or have other advice.
How long will it take to get everything in place for the project? What are my responsibilities in completing the agreements?
From the time the sponsor and University investigator decide upon the scope of work and the budget for a proposed project, and all required paperwork is completed, the time required to negotiate and execute a sponsored research agreement is approximately 30-90 days, assuming the sponsor responds in a timely manner and that there are no changes in the scope of the work during the negotiation period.
How is OSP involved in the process?
The faculty member should submit a Document Summary Sheet via the Research Portal available on CIS. This will create a project ID for OSP. OSP is responsible for the non-intellectual property terms of Sponsored Research Agreements. TVC works in conjunction with OSP to protect the University’s and the investigator’s interests during the contract negotiation period.
I'm partnering with a company; what have I gotten myself into?
There are many implications of partnering with a company that the subsequent questions address. Some things to consider include impact on direction of research, control over your project and changing expectations.
What control do I have over defining benchmarks and milestones for the project?
These should be part of the negotiation. The investigator is not necessarily at the mercy of the company for setting benchmarks and should weigh in on what is considered reasonable progress.
Does the agreement cover the limitations, if any, on my present and future research if I collaborate with industry (i.e., impact on my ability/schedule to publish)?
The University of Utah contract negotiators have fixed parameters in negotiating publication rights and should make sure that your contract does not contain improper restrictions. You should, however, pay attention to the terms in your contract and ask about any restrictions that you see. Regarding intellectual property rights, the company will get certain rights to the intellectual property and materials you develop, but there are limits to these rights that are carefully negotiated along with the rest of the research agreement.
How do I avoid Conflicts of Interest (COI) with my corporate partner?
Conflicts of interest in partnering with a company can be complicated, and include a wide array of financial concerns. Industry-related conflicts of interest can be different from those you have encountered in other situations. Click here to read the University’s Conflict of Interest Policy. Please contact the Office of Sponsored Projects for more information.
When designing a research budget for an industry-sponsored project, should I try to be as frugal as possible?
No, this is not wise. You may feel that you want to minimize the amount of funding that you request to increase the chances that the company will agree, but companies know how expensive research can be, and should understand as long as you write a good budget justification. The most important thing to avoid is to request and receive funding that ends up not completely covering your costs. Then you are stuck: your contract says you will do a certain amount of research and receive a certain amount of money, and any extra costs will have to come from your other accounts (unless you can convince the company to increase the research budget, which is not all that uncommon if you have compelling reasons). Still, paying for this company’s research with federal funds can land you in a heap of trouble, and paying from another industry-sponsored fund raises potential problems with intellectual property concerns. Also, you may wish to impress the company with how well-suited your lab is to do the proposed research, by assuming that no experiment will need to be repeated, but that is bound to backfire. Some animals die of natural causes or get sick and need to be removed from an experiment. Some experiments fail for coincidental or unknown reasons, and sometimes biology just doesn’t behave as you planned that it would, so conditions need to be varied and experiments repeated. Your budget should take a reasonable amount of this uncertainty into account, so by all means, pad the budget accordingly—and be sure to tell the company exactly what you are doing in the budget justification so that there will be no false impression that you are just trying to get more money. And don’t forget to factor in reasonable percent effort for salaries, future salary/fringe increases, service contracts and maintenance of project-related equipment, and an appropriate portion of the general cost of running your lab. If you end up with extra funds at the end, there’s a good chance you’ll need them for publication costs that come later.
I’m meeting with the company, do I need to worry about discussions where I will likely share unpublished data?
It is very important to protect your intellectual property. As a result, you should review the questions below to understand some of the scenarios that may arise.
Is it helpful to have University representatives who support academic/industry partnerships at the meeting?
It is good to have the Technology & Venture Commercialization Office involved as early as possible. If you plan to share information regarding technology you have on file with the TVC, contact us before disclosing this information to the company so that proper safeguards can be implemented to protect the University's IP rights in this information. If you plan to discuss any confidential information, contact TVC to put a confidentiality agreement (CDA) in place.
What are my goals in the initial meetings?
The goal of an initial meeting is to explore and identify mutual interest, and to define next steps in the discussion toward forming a collaboration or entering into a sponsored agreement. Ultimately, the parties' ability to identify mutual interests and to demonstrate value to one another will dictate whether an ongoing relationship forms.
Should I be discussing intellectual property?
The intellectual property you have already developed or have conceived of developing is often critical to your ability to successfully engage an industry partner. Therefore, you will need to discuss intellectual property to some degree at some point but doing so at the wrong time or in the wrong way can destroy its value. Before sharing any information you have not already disclosed to the public, you should contact TVC which will develop a disclosure strategy for you and put in place any safeguards needed to maintain the value of the intellectual property.
What is a secrecy, confidentiality, or non-disclosure agreement and how do they work?
These are legal documents signed by both parties that determine what information that is disclosed during the meeting can be discussed publicly. See below for more information.
Is there a University of Utah standard CDA form?
Yes. Please click here to obtain a copy of our standard CDA.
What is a 2-way confidentiality agreement?
A 2-way or mutual CDA is a contract between two or more parties that defines what information exchanged by the parties will be confidential and how the use and distribution of confidential information will be restricted. A CDA is an essential first step in any meaningful business discussion, and is often a measure of the seriousness of the parties.
Are there basic rules about what is reasonable or unreasonable in such an agreement?
You should contact TVC. The University of Utah has policies in place that permit or restrict certain terms in CDAs.
For assistance with establishing new industry partnerships or additional questions about commercial sponsored research, please contact the Legal and Strategy Team at TVC.
Brad Sanders, J.D., M.B.A.
Manager, Legal & Strategy