Administrative Memo OSP-07-01
Supercedes ORA 96-09
|Subject:||Miscellaneous Agreements Related to Sponsored Research Non-disclosure/Proprietary Information; Teaming; Intellectual Property|
|From:||Gloria Greene, Director|
There are several miscellaneous agreements related to sponsored research that are required on an "as needed" basis. These include non-disclosure/proprietary information agreements, teaming agreements, and intellectual property agreements that cover patents, royalties or copyrights. All of these agreements must be processed through OSP and signed by a University official who has signature authority from the Board of Trustees.
Non-disclosure/Proprietary Agreements: These agreements are to protect the information provided by the parties involved from being distributed to others not involved in the agreement. These agreements are usually used by companies which team with the University on proposals or research awards. Most companies wish to hold confidential any technical or cost information related to the company. This is particularly important if patentable data will be used for the research. It also protects the University if information developed by University personnel will be used in the project. All proprietary information belonging to either party/parties must be marked as such or it is not considered proprietary for the project.
The agreement is usually drafted by the company, but the University has a sample agreement that can be used as is or modified. All agreements MUST BE reviewed by OSP and, if necessary, the legal office. The UAH technical contact, with the help of OSP, will negotiate the terms and conditions with the other party/parties and the agreement will be signed by the Research Administrator. An agreement signed by the Principal Investigator is not valid. After the proprietary information status has been determined and the agreement is in place, each individual authorized to receive or give information under the agreement will sign an individual non-disclosure agreement in which they agree to abide by the terms of the Proprietary Information Agreement. Please contact Gloria Greene at (256)824-2657 or email@example.com.
Teaming Agreements: These agreements are developed when two or more parties (usually the University and a company/companies) decide to join together to develop a proposal or to work together on a project, either funded or unfunded. Companies usually request an "exclusive" agreement but, as a public entity, the University cannot accept exclusive agreements. The University will only accept "non-exclusive" agreements. The parties involved work out the details together, draft a copy of the agreement, and send it to OSP for review, and the university legal office if necessary. Both of these offices are available to help draft the agreement but usually the company prefers to develop the draft. If a Proprietary Information/Non-disclosure Agreement has been signed, this usually becomes part of the Teaming Agreement. This agreement must be signed by an official of the University who is authorized by the Board of Trustees. A copy signed by the Principal Investigator is not valid. Please contact Gloria Greene at (256)824-2657 or firstname.lastname@example.org.
Intellectual Property Agreements: Intellectual Property Agreements include patents, copyrights, data rights, license agreements, and other intellectual property materials. These agreements must be processed through OSP if they are related to sponsored projects. OSP also acts as the administrative office for intellectual property agreements that are not related to sponsored projects, but it is not mandatory that the office be involved unless it is related to a contract or grant. All intellectual property disclosures and agreements must be reviewed by the Intellectual Property Committee. Disclosure forms, instructions and other intellectual property information can be obtained from the Director of Commercialization and Technology, Kannan Grant, (256)824-6620 or Kannan.email@example.com.
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