Administrative Memo ORA-96-09
Subject: Miscellaneous Agreements Related to Sponsored Research Non-disclosure/Proprietary Information; Teaming; Intellectual Property
From: Sue Weir, Research Administrator
There are several miscellaneous agreements related to sponsored research that are required on an "as needed" basis. These include non-disclosure/proprietary information agreements, teaming agreements, and intellectual property agreements that cover patents, royalties or copyrights. All of these agreements must be processed through the Office of Research Administration and signed by a University official who has signature authority from the Board of Trustees.
Non-disclosure/Proprietary Agreements: These agreements are to protect the information provided by the parties involved from being distributed to others not involved in the agreement. These agreements are usually used by companies which team with the University on proposals or research awards. Most companies wish to hold confidential any technical or cost information related to the company. This is particularly important if patentable data will be used for the research. It also protects the University if information developed by University personnel will be used in the project. All proprietary information belonging to either party/parties must be marked as such or it is not considered proprietary for the project.
The agreement is usually drafted by the company, but the University has a sample agreement that can be used as is or modified. All agreements MUST BE reviewed by the Office of Research Administration and, if necessary, the legal office. The UAH technical contact, with the help of Research Administration, will negotiate the terms and conditions with the other party/parties and the agreement will be signed by the Research Administrator. An agreement signed by the Principal Investigator is not valid. After the proprietary information status has been determined and the agreement is in place, each individual authorized to receive or give information under the agreement will sign an individual non-disclosure agreement in which they agree to abide by the terms of the Proprietary Information Agreement. The individual in the Office of Research Administration who is responsible for these agreements in Gloria Greene at telephone 890-6000 x 234.
Teaming Agreements: These agreements are developed when two or more parties (usually the University and a company/companies) decide to join together to develop a proposal or to work together on a project, either funded or unfunded. Companies usually request an "exclusive" agreement but, as a public entity, the University cannot accept exclusive agreements. The University will only accept "non-exclusive" agreements. The parties involved work out the details together, draft a copy of the agreement, and send it to Research Administration for review, and the university legal office if necessary. Both of these offices are available to help draft the agreement but usually the company prefers to develop the draft. If a Proprietary Information/Non-disclosure Agreement has been signed, this usually becomes part of the Teaming Agreement. This agreement must be signed by an official of the University who is authorized by the Board of Trustees. A copy signed by the Principal Investigator is not valid. The person in Research Administration to contact for Teaming Agreement information is Gloria Greene at telephone 890-6000 x 234.
Intellectual Property Agreements: Intellectual Property Agreements include patents, copyrights, data rights, license agreements, and other intellectual property materials. These agreements must be processed through the Office of Research Administration if they are related to sponsored projects. Research Administration also acts as the administrative office for intellectual property agreements that are not related to sponsored projects, but it is not mandatory that the office be involved unless it is related to a contract or grant. All intellectual property disclosures and agreements must be reviewed by the UAHuntsville Patents and Copyrights Committee. Disclosure forms, instructions and other intellectual property information can be obtained from the UAH Intellectual Property Administrator, Mary Summerlin. Her telephone number is 890-6000 x 233.
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