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In the furtherance of our missions of research, training, and public service, the University of California, Santa Barbara accepts funding from all types of sponsors (including federal entities, other non-profit organizations, and companies in the for-profit sector) to support the academic endeavors of our faculty and researchers. Sponsored research agreements funded by industry sponsors, including industry flow-through contracts, are managed by the Industry Contracts team in the UCSB Office of Technology & Industry Alliances.
The Office of Technology & Industry Alliances understands that a company seeking to establish a sponsored research relationship with a faculty member will also look to ensure it has access to research results and any intellectual property that arises from the research. With the licensing and management of intellectual property also under purview of our office, we are able to maintain continuity in a company’s relationship with our University from the initial discussions of a potential research effort all the way through the establishment of a license to any intellectual property that arises out of a research project.
Our office will look to ensure that the legal terms of a sponsored research agreement are well crafted to meet both parties’ needs. Topics covered in sponsored research agreements will include:
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 both when disclosed verbally and in writing. The University will ensure that its researchers are required to use 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 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.
Research at our University is performed at cost, which means there is no profit or fee included in our project costs. Research sponsors must pay the full cost of the research, which is composed of both the direct project costs and the indirect (facilities & administrative) costs. Indirect costs are computed using our current federally negotiated rate, which is a single predetermined rate.
If your company would like to move forward with establishing a sponsored research agreement with UCSB, please have the UCSB researcher reach out to the UCSB Office of Technology & Industry Alliances for next steps. If your company did not solicit a formal research proposal from UCSB for the intended project, we will need to work to address our institution-internal compliance requirements and establish a proposal file record with the Sponsored Projects Office as part of moving forward.
The UCSB Office of Technology & Industry Alliances maintains agreement templates for the various types of funding relationships (e.g. direct industry funding, incoming subcontract under Federal prime contract).
Please note that for SBIR and STTR Program efforts, our office also maintains specific agreement templates, including for the Allocation of Rights in Intellectual Property agreement that is required under the STTR Program. Please let the UCSB researcher and/or our office know if your company would like our office to draft the sponsored research agreement, or otherwise please provide any draft agreement to the UCSB researcher to send to our office.
The Industry Contracts team will be in touch with your company once we have had the opportunity to prepare and/or review the sponsored research agreement.
Please note that sponsored research agreements are contracts with the University of California, Santa Barbara. Official binding signature can only come from the UCSB Office of Technology & Industry Alliances, who have been delegated authority to bind the Regents of the University of California.
Sponsored research agreements are contracts with the University of California, Santa Barbara. Official binding signature can only come from the UCSB Office of Technology & Industry Alliances, who have been delegated authority to bind the Regents of the University of California.
The University understands that there may be need for a company to share information that it considers proprietary and confidential when discussing a potential research collaboration with a UCSB researcher, and will find need to establish a Non-Disclosure Agreement (NDA) (or Confidential Disclosure Agreement (CDA), or Confidentiality Agreement), in order to allow for effective and robust discussions. The University may also have reason on its side to request that a company enter into an NDA prior to sharing information that it considers confidential.
Additionally, in instances when discussions and collaboration necessitate legal terms covering transfers of materials, the University understands that a company may want to enter into a Material Transfer Agreement (MTA) to establish rights and obligations relating to the material. The University may also have reason on its side to request that a company enter into an MTA prior to sharing its own material.
Please note that in instances where a company recognizes it can meaningfully discuss a research collaboration with a UCSB researcher to the point where the parties are ready to move forward with a Sponsored Research Agreement without need to share confidential information and/or company-owned materials, the parties can look to cover provisions protecting confidential information and/or materials shared under the collaboration in the terms of the Sponsored Research Agreement, eliminating the need for a separate NDA or MTA.
If your company would like to move forward with engaging in discussions with a UCSB researcher that involves sharing company-confidential information or company-owned material, please have the UCSB researcher reach out to the UCSB Office of Technology & Industry Alliances for next steps. The UCSB researcher will need to complete a UCSB-internal intake form and send it to our MTA/NDA Officer Jenna Nakano.
The UCSB Office of Technology & Industry Alliances maintains agreement templates for each NDAs and MTAs, and would be happy to draft an agreement based on our templates for the relationship. Please let the UCSB researcher know if your company would like our office to draft the NDA or MTA, or otherwise please provide any draft agreement to the UCSB researcher to send to our office. Our MTA/NDA Officer will be in touch with your company once we have had the opportunity to prepare and/or review the agreement.
Please note that NDAs and MTAs are contracts with the University of California, Santa Barbara. Official binding signature can only come from the UCSB Office of Technology & Industry Alliances, who have been delegated authority to bind the Regents of the University of California.