Types of Industry Sponsored Research Agreements

Direct Industry Funding

In instances when a company is funding a project using their own private funds, many times the project idea will start with preliminary discussions between the UCSB researcher and a company’s representative, where they seek to identify a mutually agreeable scope of work and budget for the contemplated project. Once the project design and cost are agreed upon, the UCSB Office of Technology & Industry Alliances (TIA) can work with the company to put a sponsored research agreement in place for the research relationship.

Industry Flow-Through Subcontracts

Industry “flow-through” subcontracts are sponsored research agreements where the funds either originate from an industry sponsor (including through other universities), or if the company is subcontracting from funding they are receiving under a prime contract from another entity, such as a Federal agency. Many times, industry flow-through subcontracts are the result of University researchers partnering with industry collaborators to submit together to a US Federal or other type of funding solicitation or opportunity, where it is decided that the company is to be the lead (prime contractor) and UCSB is to be a subcontractor to the company.

SBIR & STTR Program Subcontracts from Industry

The US Small Business Innovation Research (SBIR) and Small Business Technology Transfer Research (STTR) Programs are research programs funded by US Federal Government agencies for the specific purpose of strengthening the role of innovative small business concerns in Federally-funded research and development. In all instances of University partnership with a small business company under a SBIR or STTR Program-funded effort, the company will be the prime contractor/awardee and the University will be the subcontractor to the company.

Programmatic & Institutional Considerations for Industry Sponsored Research

Unlike research funding from Federal agencies and many non-profits, research funding from industry sponsors is not formulaic in nature and the terms of an award can vary greatly between sponsors, as well as for awards from a single sponsor. There are no predefined terms like with Federal sponsors (RTC for assistance awards and the Federal Acquisition Regulations (FAR) for contract awards).

The following are considerations commonly encountered in industry sponsored research agreements:

Intellectual Property Rights

The intellectual property terms in sponsored research agreements are very important to preserve academic freedoms for the researchers and the University as well as to ensure to the industry sponsor that they have access to research results and any inventions that may arise from the research project.  

Confidentiality Protections for Sponsor Proprietary Information

Under a sponsored research agreement, a company may have need to share proprietary information and/or materials that it considers confidential. Typically, for both parties’ protection, the company will be required to identify information that it considers confidential when disclosed verbally and in writing. The University researchers will need to protect and care for the confidential information in accordance with the requirements of the agreement.

Publication Rights

All sponsored research agreements at UCSB must allow for the ability to publish, share and disseminate research results. Many companies will seek the opportunity to review publication prior to publication, and the University can agree to such a right on a time-limited basis, specifically for the purposes of (1) ensuring no confidential information of the company was inadvertently included, and (2) determining if the publication contains an invention that the company wishes to obtain a license to.

Export Control Compliance

All sponsored research at the University is performed in compliance with US export control laws. The University must ensure that the sponsored research agreements it enters into with companies allow for the project to be performed as what it terms as fundamental research under the US Export Administration Regulations (EAR) and International Traffic in Arms Regulations (ITAR). This means that the legal terms of the agreement cannot have any restrictions on ability to publish the research, nor restrictions on UCSB researchers that are allowed to work on the project. When necessary, the Office of Technology & Industry Alliances coordinates with the UCSB Research Integrity Office to ensure the terms address export control compliance appropriately for the University environment. UCSB researchers are responsible for ensuring compliance with any directions provided by the UCSB Research Integrity Office.

Other Considerations

Other considerations that frequently arise in industry sponsored research agreements and must be addressed include terms covering institutional liability and indemnification, contract type and payment provisions, terms covering early termination, and additional administrative requirements invoked by the agreement that may affect researchers, departmental administrators, and/or other central administration offices.

Campus-Based Compliance Requirements

Like sponsored research from Federal and non-profit sponsors, all UCSB campus compliance requirements must be addressed for an industry sponsored research project, including compliance for research involving human subjects, animal subjects, stem cells, Environmental Health & Safety (EH&S) and any biosafety requirements. Additionally, all principal investigators working under industry-sponsored research are required under State of California law to submit disclosure for any potential conflicts of interest with the sponsor entity.  

Moving forward with a Sponsored Research Agreement

The Office of Technology & Industry Alliances has delegated authority for the execution of all sponsored research agreements from industry sponsors. The Office of Technology & Industry Alliances is the lead institutional office for all award and post-award actions (e.g. no-cost extensions, prior approval requirements) related to industry sponsored research. All industry sponsored research agreements should be forwarded to the appropriate Industry Contracts team.

Sponsored Research Agreement Templates

If a company requests a sponsored research agreement template from UCSB, TIA is happy to provide a draft for the company to review. Please reach out to our office and we can send the appropriate template depending on the type of funding relationship (e.g. direct industry funding, incoming subcontract under Federal prime contract).  Additionally, if there is a proposal on record with the Sponsored Projects Office (see Industry Research Proposals, below), TIA can draft the agreement with the sponsor-specific and project-specific information and send out to the company.

Please note that for SBIR and STTR Program efforts, the Office of Technology & Industry Alliances also maintains agreement templates specific to these programs, including for the Allocation of Rights in Intellectual Property agreement that is required under the STTR Program.

Industry Research Proposals

Every industry sponsored research project must have a proposal file on record with the Sponsored Projects Office. Researchers will choose the administering campus department or Organized Research Unit (ORU) to work with to prepare the proposal documents to submit to the Sponsored Projects Office and to administering any resulting contract award.

When a company expresses interest in funding a research project at UCSB, the first step is for the faculty member and company representative to agree upon a scope of work and a budget. It is typically good measure to submit the scope of work and budget to the campus Sponsored Projects Office (SPO) at the point which the company requests the scope of work and budgetary detail, regardless of whether they in fact seek an institutionally-endorsed copy.  

In instances where a company has requested a scope of work and/or budget from the University, and/or has issued a Request for Proposal (RFP) or Request for Quotation (RFQ) to the University, the RFP/RFQ response and all proposal documentation should be submitted to the Sponsored Projects Office in accordance with their timelines and requirements for review and submission to the sponsor.  

The faculty member should work with their respective departmental administrator/SPO Liaison to prepare the scope of work, budget, and any other compliance paperwork (e.g. Data Sheet, conflict of interest forms). Once SPO approves the proposal (and submits the proposal to company, if requested), the file is handed over to the TIA Industry Contracts team, who will review and negotiate the research agreement which contains the final terms and conditions for the project.

However, even if no proposal submission is requested by the industry sponsor, a research proposal with the base documents (a scope of work, a budget, and the UCSB-internal compliance documentation) needs to be sent to the Sponsored Projects Office for review and approval and must be finalized before the Office of Technology & Industry Alliances can move forward with the review and negotiation of a research agreement.  

Please note that it can be difficult to predict when contract negotiations will be fully complete for industry research agreements, particularly if the company is new to sponsoring university research. Unlike federal grants, the terms and conditions for industry research agreements are not pre-written. The terms are often highly customized to the specific company and the specific project and, during the negotiation process, two very different cultures must be harmonized. Often, important issues like the University researcher’s right to publish are at stake. As a result, negotiations for industry-sponsored research agreements can take as little as a week to many months. The TIA Industry Contracts team will keep University researchers and stakeholders apprised of the status of an industry contract negotiation.  

More Information about Industry Sponsored Research Agreements

• Office of Research’s Research Circular A.1, Policy on Submittal of Proposals, Acceptance of Awards, and Administration of Contracts and Grants

• Office of Research’s Research Circular D.5, Policy on Acceptance of Private Funds for Research

Select Policies Regarding Sponsored Research Agreements

• UC Principles Regarding Rights to Future Research Results in University Agreements with External Parties

UCSB Industry Sponsored Research Agreement Contacts

For Direct Industry Contracts

Kevin Stewart
Associate Director, Industry Contracts
stewart@tia.ucsb.edu
(805) 893-5197

For Incoming Subcontracts from Industry

Cara Winnewisser
Industry Contracts Officer
winnewisser@tia.ucsb.edu
(805) 893-2396

Types of Materials shared under an MTA

Materials that are typically shared under an MTA at the University of California, Santa Barbara include biological materials (e.g. plant samples, reagents, cell lines, plasmids, and vectors), chemical compounds, engineering components (e.g. chips, wafers). However, materials can even be/include software and/or data.

Types of MTAs and Delegation for Review & Execution

The Office of Technology & Industry Alliances handles MTAs from all entity types, not just industry. MTAs are considered “Incoming MTAs” when materials are being provided to a UCSB researcher from another organization, and “Outgoing MTAs”, when UCSB researchers wish to provide the materials to others.  

The Office of Technology & Industry Alliances are the only individuals with delegated authority to sign MTAs on behalf of the University.

Incoming MTAs

The typical terms of an MTA are designed to protect the provider’s property interests in the material and, since most materials covered by MTAs are experimental, to protect the provider from liabilities that result from the recipient’s use. Many MTAs are relatively straightforward, particularly those between two nonprofit research institutions. The Uniform Biological Material Transfer Agreement (UBMTA) contains a standard set of terms that are used widely between nonprofit institutions for material transfers and are encouraged for use as the basis for terms in MTAs with UCSB.

However, some MTAs can contain terms that can negatively impact a research program. For example, it is not uncommon for drafts of Incoming MTAs to contain publication restrictions, onerous intellectual property terms, or terms that conflict with the grants or contracts that may fund the research project under which the materials are planned to be used. This is particularly common when the provider is sharing sensitive or proprietary materials. It is critical that all MTAs be carefully reviewed by the Office of Technology & Industry Alliances before execution to assure the academic freedom of UCSB researchers are protected.

Outgoing MTAs

If a UCSB researcher wishes to share research materials outside of UCSB, an Outgoing MTA is sometimes, but not always, required.  

Instances where an Outgoing MTA is not required are:

• • • Transfers of materials to a nonprofit research organization for that organization’s internal research use, as long as the UCSB researcher providing the materials obtains certain written understandings from the recipient.  

    • Transfers of unmodified, naturally-occurring, non-hazardous materials that do not contain any human or animal tissue (such as a sample of granite).  

An Outgoing MTA is provided at any time upon request, and is required in many circumstances and is strongly encouraged if the materials to be transferred relate to a patentable invention. For full details of when an Outgoing MTA is, and is not, required, please see Section III of the Office of Research’s Research Circular E.1.

Addgene MTAs

Addgene is a nonprofit plasmid repository where researchers at an institution can obtain materials on deposit with Addgene by paying base costs for production and shipping of the material, and by entering into an MTA with Addgene and the provider institution.

The Office of Technology & Industry Alliances maintains an institutional account with Addgene in order to facilitate and enter into both incoming MTAs (when a UCSB researcher requests a plasmid from Addgene) and outgoing MTAs (Biological Material Depository & Distribution Agreements; when a UCSB researcher seeks to put plasmid materials on deposit at Addgene for sharing with the research community).

The terms of all Addgene MTAs are based off the Uniform Biological Material Transfer Agreement (UBMTA). Any other non-standard UBMTA terms may be incorporated into the UBMTA by way of ancillary agreements.

Compliance Considerations for Material Transfers

In many instances the compliance considerations for material transfers are similar to those encountered under Sponsored Research Agreements. However some issues and/or aspects of issues, are unique to material transfers.

Export Control

All transfers of materials into the United States as well as out of the United States need to be reviewed to ensure the transfers are done in compliance with US export control laws. The Office of Technology & Industry Alliances coordinates with the UCSB Research Integrity Office to ensure the MTA terms address export control compliance appropriately for the University environment in both Incoming MTAs and Outgoing MTAs. UCSB researchers are responsible for ensuring compliance with any directions provided by the UCSB Research Integrity Office with regard to the shipment and/or care and use of materials received.

However, please note that even if an Outgoing MTA is not required for a transfer of UCSB material to another entity, UCSB researchers still need to assure that any export control issues are identified and understood prior to transferring any materials outside the United States. Please contact the UCSB Export Control Compliance Officer for more information on export control compliance.

Data Security

Depending on the type of materials and/or data to be transferred and particularly if it is a dataset that is being shared as part of the material transfer agreement, the terms may require that certain data security terms are followed. See Research Data Security and see the following Data Use Agreements tab for more information.

Environmental Health & Safety (EH&S)

The use of certain biological materials by UCSB researchers may require a Biological Use Authorization from UCSB’s Environmental Health and Safety group. If biological materials are being transferred to UCSB under an Incoming MTA and require a Biological Use Authorization for the lab, the Office of Technology & Industry Alliances coordinates with Environmental Health and Safety’s Biological Safety Officer to make sure the appropriate Biological Use Authorization is in place prior to the UCSB researcher conducting any research with the biological materials.

Human Subjects

Depending on the materials and/or datasets being requested by a UCSB researcher, the research may be considered human subjects research. For instances where a UCSB researcher is requesting materials and/or datasets that may relate to human subjects research, the UCSB researcher needs to work directly with the UCSB Research Integrity Office to formally determine if the research is human subjects research. If the research project is determined to be human subjects research, the UCSB researcher needs to submit a human subjects protocol for review by the UCSB Human Subjects Committee (HSC). The UCSB researcher cannot begin the research project until the appropriate human subjects protocol is reviewed and approved by the HSC.

Animal Subjects

If an Incoming MTA covers the transfer of animals that are to be used in research, the Office of Technology & Industry Alliances coordinates with UCSB’s Institutional Animal Care and Use Committee (IACUC) to make sure the appropriate animal subjects protocol approvals are in place. The UCSB researcher may be required to follow up directly with UCSB’s Research Integrity Office and/or the IACUC to address any animal subjects concerns related to the research prior to working with the animals on campus.

Stem Cell Research

Any research with human stem cells must be reviewed and approved by the Stem Cell Research Oversight Committee (SCRO). For any incoming MTAs covering the transfer of human stem cells, the Office of Technology & Industry Alliances works with UCSB’s Research Integrity Office to make sure the SCRO has reviewed and approved the stem cell protocol prior to the UCSB researcher beginning the research project.

Steps for Moving Forward with an MTA

If you would like to receive or provide materials under a material transfer agreement, please complete the MTA Request Form. The MTA Request Form will provide the MTA Officer with the critical information needed to review and negotiate appropriate MTA terms.

For incoming materials, please also provide any draft MTA document that has been sent by the provider. The Office of Technology & Industry Alliances can also draft MTAs for incoming materials should the provider either not have a draft MTA or be interested in working from UCSB’s template.

For Addgene MTAs, researchers should proceed for signing up with an account with Addgene and selecting the University of California, Santa Barbara as their home organization. Researchers should proceed as instructed by Addgene for either obtaining materials or providing materials, and Addgene will loop in the Office of Technology & Industry Alliances when ready for the review and execution of an MTA. The MTA Request form should also be completed and submitted as prompted by Addgene.

Please note that frequently, an investigator is asked to sign the MTA by a company or a collaborating research institution. However, an MTA is a binding contract to the University and the official signature can only come from those at UCSB who are charged with the task of reviewing them and who have been delegated authority to bind the Regents of the University of California contractually. The Office of Technology & Industry Alliances is the only office with authority and responsibility for the negotiation and execution of material transfer agreements.  

More Information about MTAs

• Office of Research’s Research Circular E.1.

• Materials Transfer in Academia – 20 Questions and Answers by the Council on Government Relations

• Research Data Security – Guidance for Principal Investigators

Select Policies Regarding MTAs

• UC Principles Regarding Rights to Future Research Results in University Agreements with External Parties

• NIH/Public Health Service Policy Relating to Distribution of Unique Research Resources Produced with NIH/PHS Funding

• NIH/PHS Policy on Sharing of Model Organisms for Biomedical Research

UCSB MTA Contact

Jenna Nakano
Material Transfer Agreement Officer
nakano@tia.ucsb.edu
(805) 893-2367

Data Use Agreements

A Data Use Agreement (DUA) is a legally binding agreement established between parties to define how data provided by one party (the “Provider”) can be used by the other party (the “Recipient”).   

A DUA can have terms that are important to review carefully including, but not limited to, limitations on who can access the data, whether and how the data can be published in academic writing and how the data must be physically secured and/or accessed. If the terms of a DUA are problematic, the Office of Technology & Industry Alliances will reach out to the provider to try to negotiate revised terms.

DUAs may require coordination with different campus departments and units including the Research Integrity group, the researchers’ respective departmental information technology groups, the central Enterprise Technology Services (ETS) group, and/or the Secure Computing Research Environment (SCRE).

See also the guidance from the UCSB Chief Information Security Officer (CISO) here for navigating issues concerning data sets.

Types of DUAs and Delegation for Review & Execution

The Office of Technology & Industry Alliances handles DUAs from all entity types, regardless of the type of entity that is providing the data (company, nonprofit, government, etc.) DUAs are considered “Incoming DUAs” when the data is being provided to a UCSB researcher from another organization, and “Outgoing DUAs”, when UCSB researchers wish to provide data to others. 

The Office of Technology & Industry Alliances’ Industry Contract Team are the only individuals with delegated authority to sign DUAs on behalf of the University.

Non-Disclosure Agreements

While confidential discussions and exchanges of information between parties are routine and commonplace in the private sector, such are not the norm of our open research environment at the University. However, there are instances where it is appropriate for the University to enter into an NDA with another party in the context of research and research collaborations.

NDAs with a Company Collaborator (precursor to Sponsored Research Agreement)

In most instances, the need for an NDA arises when a company is discussing potential research collaborations with a UCSB researcher, and the company expresses need to share some information that it considers proprietary or confidential in order to allow for effective and robust discussions. In these circumstances, the company may ask that the parties enter into a formal legal agreement in order to protect the confidentiality of the company’s pre-existing proprietary information. The agreement may be labeled a Non-Disclosure Agreement (NDA), a Confidential Disclosure Agreement (CDA) or a Confidentiality Agreement.

At a minimum, the NDA will contain terms that will require that University recipients of confidential information maintain the confidentiality of any information shared under the NDA. For both parties’ protection, the company will be required to identify information that it considers confidential both in verbal discussions and in writing.

Like Sponsored Research Agreements and Material Transfer Agreements, Non-Disclosure Agreements can contain terms that will negatively impact a research program. Additionally, many NDAs are written from a perspective of a business-to-business (B2B) environment, making for some inherent disconnects when the terms are applied to the University environment. The Office of Technology & Industry Alliances must review all NDAs to ensure that the legal terms are appropriate and manageable for the University environment.

In some instances, a company may be able to meaningfully discuss a research collaboration with a UCSB researcher to the point where they are ready to move forward with a Sponsored Research Agreement without need to share confidential information in the discussions. In those cases, the parties can look to cover provisions protecting the company’s confidential information shared under the collaboration in the terms of the Sponsored Research Agreement, eliminating the need for a separate NDA.

Other NDAs Pertaining to Research Collaborations & Activities

Other instances where the University may be asked to enter into an NDA are:

Datasets

See the Data Use Agreements tab for discussions of the unique concerns pertaining to datasets. The agreement issued by the provider entity of the dataset may or may not be titled as a Non-Disclosure Agreement. The Office of Technology & Industry Alliances has occasion to enter into NDAs for data sets with all provider types (not just industry).

Process Design Kits (PDKs)

Entities that provide foundry services may require an NDA in order to access their process design kits. The agreement issued by the provider entity of the PDK may or may not be titled as a Non-Disclosure Agreement.  

It is critical that all NDAs be carefully reviewed by our NDA Officer to ensure the terms are acceptable both from an institutional perspective as well as from a perspective specific to the contemplated research collaborations.

Steps for Moving Forward with an NDA

If a company has requested to enter into an NDA, please complete the UCSB Non-Disclosure Agreement Form and send it to our NDA Officer.

Please also send any NDA document that has been sent by the collaborator/provider. The Office of Technology & Industry Alliances can also draft the NDA should a company either not have a draft NDA or be interested in working from UCSB’s template to cover discussions under which confidential information is to be shared.

Please note that frequently, a UCSB researcher is asked to sign the NDA by a company or a collaborating research institution. However, the NDA is a binding contract to the University and the official signature can only come from those at UCSB who are charged with the task of reviewing them and who have been delegated authority to bind the Regents of the University of California contractually. The Office of Technology & Industry Alliances is the only office with authority and responsibility for the negotiation and execution of NDAs pertaining to research collaborations.

UCSB NDA Contact

Jenna Nakano
Material Transfer Agreement Officer
nakano@tia.ucsb.edu
(805) 893-2367

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