The private industry sector is most often interested in solving specific problems, frequently involving the use of unique facilities or expertise it does not routinely maintain and, for that reason, provides research funds for such work in the form of contracts rather than grants.
There are other significant differences in the practices, goals, and objectives between the private industry sector, and institutions of higher education that may add challenges to developing a collaborative research effort between the two organizations.
To successfully foster collaborative research efforts, West Virginia University’s (WVU) Research Office has developed a brief guide to summarize a number of important principles and practices applicable to research agreements between WVU and industry or other commercial organizations.
Although these general principles and procedures apply to most sponsored research at WVU, the purpose of this guide is to address the most common questions that tend to arise when for-profit organizations need to work with WVU faculty members to solve a specific problem or require the use of the unique facilities, as well as a specific expertise, that only can be found at WVU.
This information is provided as a guide only and is not to be considered to be part of any legally binding agreement.
Selected Principles and PracticesProposal Review, Approvals and Submission
Establishing an Agreement or Contract
Negotiation of the Agreement or Contract
Research Project Administration
Intellectual Property and Technology Transfer
Funding and Pricing
Warranties, Liability and Risks
PROPOSAL REVIEW, APPROVALS AND SUBMISSION
A WVU researcher, who will serve as Principal Investigator (PI) for the project, develops a proposal that describes the research to be completed, identifies the individuals who will participate, and sets forth an estimated budget, including both direct and indirect costs. The proposal is submitted through the WVU’s electronic research proposal submission system by the PI.
The department chair or other unit director, as well as the dean, review the proposal. Such approvals require determinations that the
- project is appropriate for the department or unit to undertake as a part of its educational and research program, including necessary reviews for scientific merit;
- appropriate staff are available and the faculty member is willing to supervise the research;
- the proposed budget is adequate to pay for the anticipated costs of the project;
- and adequate space and other facilities are available.
The proposal is then reviewed by the WVU Office of Sponsored Programs (OSP) with particular attention to financial, business, compliance, and legal considerations. In appropriate cases, it may be necessary to refer all or part of the proposal to other research offices or committees for reviews and concurrence. When the review process is completed, the WVU OSP negotiates and finalizes an appropriate research agreement with the sponsor.
ESTABLISHING AN AGREEMENT OR CONTRACT
Initial discussions between the for-profit sponsor and the prospective WVU researcher are encouraged since these discussions are necessary to confirm mutual interest and develop a research plan and related budget. It should be understood, however, that a sponsored research project and agreement/contract can only be formally authorized through normal internal contractual review procedures and after an acceptable agreement is negotiated and signed by an authorized representative of the WVU OSP.
If a confidentiality agreement is required in order for the preliminary discussions to occur, the WVU Office of Technology Transfer (OTT) can negotiate, prepare, and sign such an agreement.
NEGOTIATION OF THE AGREEMENT OR CONTRACT
All sponsored program agreements are executed on behalf of the WVU by the WVU Research Corporation. This process includes all terms and conditions of the agreement, which may require consultation with the PI, legal counsel, risk management, the WVU Technology Transfer Office, and others within various central administrative units, as needed.
Discussions between sponsor representatives and WVU researchers are preliminary only and no understandings or agreements are legally binding until reflected in a duly-executed written agreement. When negotiations are completed, the agreement/contract can be signed by the appropriate manager within the WVU OSP who has delegated authority to do so.
RESEARCH PROJECT ADMINISTRATION
The PI has the primary responsibility for conducting the research and for ensuring that only proper costs are charged to the project account. Reports and any required deliverables are submitted to the sponsor, consistent with terms of the particular agreement. During course of the project, the department or operating unit provides oversight, particularly with respect to fiscal matters.
Any correspondence proposing modification to the terms of a research agreement, including changes in the scope of the work, or an increase or decrease in the price for the work must be handled through the WVU OSP. Renewals or extensions involving additional funds also must be reviewed through normal procedures in the same way as a new proposal.
Since the course of state-of-the-art research is, by its nature, unpredictable and research results are inherently uncertain, WVU research is generally conducted on a reasonable efforts basis, performed at a standard that is consistent with research at comparable academic institutions.
As a major research university, WVU has available a wide array of excellent researchers, as well as, research facilities. Accordingly, WVU’s extensive resources make it possible to organize research projects in a manner that is sensitive to the differing requirements of industry sponsors.
WVU recognizes the legitimate proprietary needs of industry sponsors. When appropriate, publication may be deferred for a limited time to protect intellectual property rights or to facilitate other forms of technology transfer.
Similarly, on those occasions when WVU has received a sponsor’s existing proprietary information in order to carry out a research project, the sponsor may be provided an opportunity to review proposed publications to prevent any inadvertent disclosure of its nonpublic information.
INTELLECTUAL PROPERTY AND TECHNOLOGY TRANSFER
The basic objectives of WVU’s intellectual policy policies are to promote the progress of science and technology, assure that discoveries and inventions are utilized in ways most likely to benefit the public, provide appropriate recognition to WVU researchers, and share royalty revenues received from the licensing of inventions with WVU inventors.
FUNDING AND PRICING
WVU sponsored research projects are generally conducted on the basis of full cost recovery, including payment of indirect costs (also called F&A costs or overhead costs) at WVU’s negotiated rate. Prepayment or early payment may be necessary since WVU does not utilize its working capital to finance large expenditures incurred in the course of sponsored research.
As a result, WVU requires a payment schedule that is sufficient to assure payments keep pace with planned project expenditures. The specific payment schedule will be negotiated depending on the type and scope of the project, the length of the project, and the anticipated pace and pattern of actual expenditures. In most instances, research agreements are based on full reimbursement of direct costs incurred plus indirect costs.
For cost-reimbursement arrangements, generally the agreement will provide that any unspent funds remaining at the end of a project will be returned to the sponsor. On limited occasions where it is deemed appropriate, pricing may be fixed, unit determined or based on achievement of well-defined, limited milestones where the research costs and goals are clear and understood.
WARRANTIES, LIABILITY AND RISKS
Typically, WVU research agreements/contracts will have express provisions disclaiming any liability for sponsor business losses, such as lost profits. As provided by the laws of the State of West Virginia, WVU is precluded from indemnifying anyone, including the sponsor, for any form of deliberate misconduct.