UC Davis encourages interactions and research support from commercial entities which support the missions of research, teaching, and public service. Company funding for specific projects can provide substantial benefits to both the researcher and the company. It enables the researcher to receive additional funding for support of laboratory personnel and other costs, collaborate with company scientists in the development of a scope of work for the research, and develop long term relationships with companies whose commercial interests are complementary to the researcher’s interests. Such relationships also have the added benefit of providing the possibility of future employment for UC Davis graduate students or post docs who may be interested in becoming company employees after they have completed their formal education at the university.
Companies often fund research projects in the hope that new technology emerges. The research agreement affords the sponsor rights to prospective intellectual property made by university personnel during the sponsored research, i.e., preferential rights to negotiate a commercial license agreement. In a license agreement the company has a right to certain aspects of an invention including making, using, or selling. A license agreement is a legal contract with the university and is separate from the research agreement. A license agreement contains its own terms, which include a financial structure, and provides that the licensee meet certain diligence requirements toward the timely commercial development and marketing of resulting products for the public benefit. The university retains ownership of the sponsored technology in order to meet its fiduciary responsibility to the state and to ensure university researchers freedom to continue their research in their chosen fields. Within the Office of Research, Sponsored Programs negotiates research agreements and UC Davis InnovationAccess negotiates license agreements.
Authority to solicit, negotiate and execute agreements for research and business services at UC Davis on behalf of The Regents of the University of California is delegated to only a few authorized representatives on each campus. There are only certain offices on campus, such as Sponsored Programs, UC Davis InnovationAccess, and Purchasing & Business Contracts that have the authority to decide the appropriate agreement for the specific transaction that you are requesting. The type of activity you are proposing will determine the type of agreement. A representative from the appropriate campus office will negotiate the specific agreement with the appropriate company representative. University faculty and researchers do not negotiate agreements on behalf of The Regents of the University of California, nor do they have the authority to sign agreements.
There are many types of agreements or contracts at UC Davis, including grants, industry research agreements, licensing agreements, service agreements, letters of agreement, memorandum of understanding, purchase orders, and letters of intent. The university enters into Master Agreements with entities which concurrently support numerous projects at UC Davis. The Master Agreement addresses the general terms and conditions that apply to all projects sponsored under it.
The following are four types of agreements that are often involved in relationships between the university and industry: research agreements, service agreements, clinical trial agreements and confidentiality agreements.
Policy Guiding Interactions
Each campus of the University of California operates under research and business administration and technology transfer policies formulated and distributed by the UC Office of the President on behalf of The Regents of the University of California; however, each campus maintains its own offices, such as Sponsored Programs and Contracting Services that negotiate and sign agreements. After initial discussions have taken place between industrial sponsors and the UC Davis scientific contact (university Principal Investigator or PI), the PI facilitating the partnership should contact her/his department business officer within her/his department or College and the Sponsored Programs office. The department business officer or sponsored programs officer will then direct the UC Davis PI to the appropriate office and contact on campus. This process includes submission of a scope of work or a research proposal and associated documents by the researcher/department to the appropriate office for review and processing. The appropriate office will contact the authorized representative of the industrial sponsor and negotiate the terms of a research contract between the two organizations.
Authority to solicit, negotiate and execute agreements for research and business services at UC Davis on behalf of The Regents of the University of California is delegated to only a few authorized representatives on each campus.
Suggested Steps for the Researcher Interested in Research Transactions with a Company
- Need for a Confidentiality Agreement. It is oftentimes necessary for a prospective industry sponsor to provide confidential or proprietary information to you before the research agreement is developed. In such an event, it is important that you advise the sponsored programs officer of the need for a Confidentiality Agreement.
- Discuss the specifics of the research project with the company technical representative and develop a written research plan (statement of work) for the project.
The research plan/statement of work should include the following:
- Summary of Project
- Project Goals: When talking with a company representative please make sure that the company understands that the university performs research on a “reasonable efforts” basis and, although you can assure the company that you will make every effort to perform the project in accordance with the planned objectives, assuring a specific result or completion of milestones which are tied to payment is not consistent with the university’s business practices.
- Specific Research Plan/Scope of Work: Include details of the activity or research to be performed and the methodologies to be employed. If the project is collaborative and an exchange of data or biological materials is anticipated, the responsibilities of each party and the materials owned and provided by each party should be identified.
Discuss the level of funding needed for the project with the company representative. After receiving guidance from your department business office and the Sponsored Programs officer, provide a preliminary summary of the research costs, both direct and indirect, which you will need in order to perform the research plan developed between you and the company. The budget must include both direct and indirect costs. UC Davis’ federally negotiated rates are available with this determination depending on the type of activity. The final determination of this rate is made by the designated office that has the authority to negotiate and sign the final agreement.
Contact the appropriate office on campus to determine the type of agreement necessary to conduct the scope of work. There are only certain offices on campus, such as Sponsored Programs, InnovationAccess, and Contracting Services that have the authority to decide the appropriate agreement for the specific transaction that you are requesting. The designated office that has the authority to negotiate and sign the final agreement will determine the type of agreement. The researcher at UC Davis who is the PI on your agreement will facilitate the discussions between your company and the appropriate UC Davis office.