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Types of Industry Sponsored Research Agreements
Industry Flow-Through Subcontracts
SBIR & STTR Program Subcontracts
Programmatic & Institutional Considerations for Industry Sponsored Research
Confidentiality Protections for Sponsor Proprietary Information
Campus Based Compliance Requirements
Moving Forward with a Sponsored Research Agreement
Sponsored Research Agreements
Sponsored research agreements funded by companies, including industry flow-through contracts, are managed by the Industry Contracts team in the UCSB Office of Technology & Industry Alliances.
In contrast with many federal and other non-profit grant programs, a research sponsor from industry will typically support a research project that is of specific interest to their line of business. The company will formally fund a research project through a Sponsored Research Agreement that is entered into between the company and UCSB.
It can be very fulfilling for researchers to work on an industry-supported research project. Companies are often in a position to award funding without the lengthy proposal evaluation processes inherent with governmental or nonprofit funding sources. Additionally, companies are looking to fund research projects that align with current market conditions, giving the university researchers unique insights into commercial research and development related to their academic interests.
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 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.
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.
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:
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 that the industry sponsor has access to research results and any inventions. Particularly, if an invention is developed in the performance of the project, the research agreement terms will ensure that the company will have an opportunity to secure a license to that intellectual property.
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.
All sponsored research agreements at UCSB must allow for the ability to publish, share and disseminate research results. Our University understands that a company may 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.
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 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.
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 sponsoring entity.
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.
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.
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.
Please note: 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.
Cara Winnewisser
Industry Contracts Officer
winnewisser@tia.ucsb.edu
(805) 893-2396
Kevin Stewart
Associate Director, Industry Contracts
stewart@tia.ucsb.edu
(805) 893-5197