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Research Agreements with Northwestern University - Guide for Industry

last updated 09/08/09

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This guide is a summary of the broad principles applicable to research agreements between Northwestern University and industrial and commercial organizations. The principles set forth in this guide reflect the university's position as a private educational institution. This brief presentation of information about Northwestern University has been prepared by the Office for Sponsored Research and is intended to facilitate our research relationship with industry.


Introduction

Northwestern University has a history of cooperation with industry in the support of research that is consonant with our missions of teaching, research, and public service. Cooperative efforts are encouraged because they produce mutual benefits as well as benefits to society. Industry support contributes to the education of scientists, engineers, and others and also to the development of technologies that can be put to practical use by society. Facilitating the transfer of technology is an important goal of the cooperative university-industry relationship.

One of the primary purposes of Northwestern University is to carry out research to advance the frontiers of science and technology and to further educational programs. Instruction and research are interdependent; both suffer when dealt with separately. Northwestern's research projects should be of intellectual interest to the faculty and be conducted under the direction of the faculty.

Industrial sponsored research projects must maintain a balance between the university's pursuit of research as an integral part of the educational process and industry's search for useful knowledge to be applied toward the development of products, processes and services. A valuable benefit of industry/university cooperation is to provide additional research and thesis opportunities for students. Northwestern University does not enter into agreements to conduct "secret" or "classified" research.

Corporate Identity

Northwestern University is a private institution of higher education. All research agreements are to be issued to "Northwestern University."

Authority to Contract

While initial discussions between industrial sponsors and Northwestern University faculty or senior research staff occur in a variety of ways, no program or project may be established or undertaken unless a carefully defined research proposal, including a budget, has been submitted through the university's internal review procedures, and an acceptable funding agreement has been negotiated and signed by the authorized representatives of both parties.

Authority to negotiate and execute awards for research on behalf of Northwestern University is delegated to the Office for Sponsored Research (OSR). The authorizing official for Northwestern University is the Executive Director of OSR or her designee. Northwestern University does not honor contracts or commitments made on its behalf by unauthorized individuals.

Publication Policy

It is the policy of Northwestern University that instruction, research, and services will be accomplished openly and will lead to the publication and dissemination of the results of academic and research activities.
The university nonetheless recognizes the legitimate proprietary concerns of industrial sponsors. Where appropriate, publications may be reviewed by sponsors in order to protect patent rights. Similarly, on those occasions where a sponsor's proprietary information has been accepted as necessary background data for a research project, the sponsor may review proposed publications in order to identify any inadvertent disclosure of that data. Procedures would normally allow thirty days for such reviews.

Patent Policy

A basic aim of Northwestern University's intellectual property policy is to promote the progress of science and technology, to assure that discoveries and inventions are used to benefit the public, and to provide appropriate royalty revenues to the university inventor.

Northwestern University has an interest in all inventions of its personnel which are conceived of or first actually reduced to practice as part of or as a result of a university administered program of research; activities within the scope of the inventor's employment by the University; or activities involving the use of University time, facilities, or materials. This includes all funded research projects whether from public or private sources.

Northwestern University has a right to ownership of any invention in which it has an interest. In cases where joint inventorship results from collaborative agreements with industrial sponsors, joint ownership terms are negotiated as appropriate. The University will normally grant the right of first refusal to the sponsor for an exclusive or nonexclusive license. Where Northwestern is a subcontractor to an industrial firm under a federally funded program, this policy remains the same with the exception that the federal government is granted non-exclusive rights for government use only. In addition, Northwestern must comply with certain government reporting and licensing requirements of the Bayh-Dole Act (P.L. 96-517) for inventions resulting from federally funded research. Further information about patent, copyright and licensing policies can be obtained by contacting the Technology Transfer Program, 1880 Oak Avenue, Suite 100 Evanston, IL 60201 (847/491-3005).

Costs

Industry grants and contracts which support sponsored projects should include both direct and indirect costs. Current fringe benefit and indirect cost rates and bases are available on the OSR website at http://www.research.northwestern.edu/osr/budget.html. Where Northwestern is a subcontractor to an industrial firm under a federally sponsored program, the current federally negotiated indirect cost rates and fringe benefit rates will apply.

Liability, Risk and Reasonable Best Efforts

Since research by its nature is unpredictable and without guarantee of successful results, research is conducted on a reasonable "best efforts" basis. However, research projects are organized in a manner which is sensitive to the differing time constraints of sponsors. Contract provisions cannot be accepted that guarantee results, impose penalties for failure to make progress by firm deadlines, or provide for withholding of payment if the sponsor is not satisfied with the results.

It is the University's expectation that each party will be responsible for its own negligent acts or omissions. In addition, the University cannot accept contract provisions requiring the University to carry liability insurance in addition to the types and levels established by the University's Office of Risk Management.

Project Administration

The University's policies pertaining to health and safety (such as those governing protection of human subjects, bio-safety, occupational and environmental protection and animal welfare) are applicable to all research conducted at Northwestern University. Projects are also conducted in conformance with equal opportunity and affirmative action principles. Northwestern University has strong financial management programs that insure careful control and accountability of all expenditures and high standards of performance in all research projects.

Conflicting Interests or Obligations

Northwestern's conflict of interest policy and procedures govern requirements for investigator financial disclosures.

Northwestern University does not accept contracts with blanket provisions which preclude the investigator from performing research for others in related areas.

Termination

In the event a funding agreement is terminated by the sponsor for any reason, the sponsor will be expected to reimburse the university for all costs incurred through the date of termination and for all noncancellable obligations.

Information

For further information, contact the Office of Research and Sponsored Programs at 847/491-3003 in Evanston, or 312/503-7955 in Chicago.


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