Research agreements often contain confusing terms and language. Sometimes, terms that appear to be simple can have a damaging affect not only to the university but to you as the researcher and to your project. IU’s Office of Research Administration protects you and your work by giving each research agreement close attention.
Commonly Negotiated Terms
Terms to know
- Common types of intellectual property: Intellectual property refers to discoveries, inventions, and new ideas that are protected by law. Common types of intellectual property in the university setting include copyrights for creative works such as software, photographs, musical compositions, and literary works; patents for compounds, methods, and devices that are new and useful; and trademark protection for symbols or words that represent a company or product. Read IU's intellectual property policy.
- Background intellectual property: When negotiating an agreement, IU's contract officer will ask if there is any background intellectual property involved in the project. This includes any knowledge, expertise, or experience known to you or IU prior to the agreement. Knowing this at the outset is important to ensure the proper protections and disclosures are in place to protect any pre-existing intellectual property.
- Granting intellectual property rights to a sponsor: If your project results in the creation of new intellectual property, ownership normally depends on who created the intellectual property: you, the sponsor, or both parties jointly. Most contracts need to have provisions to cover the ownership and licensing rights of any intellectual property that may be created in the course of the project. Establishing ownership at the beginning can save a lot of negotiation later on.
- Research results beyond copyrights and patents may be generated, developed, or produced during a project and require protection. These other research results include intangible results such as undocumented findings, know-how, conclusions, methods, and techniques as well as tangible research results such as raw data, findings, samples and prototypes, biological materials, and chemical intermediates.
- IU owns data and the results it generates under an agreement but may provide a license to a sponsor to use it for general internal purposes. The ownership of results and data is essential in the academic world to allow such information to be used in publications and future research ventures.
If a contract has deliverables based on a statement of work/budget, the deliverables listed in the document must be clearly defined, specific, and realistic. Creating a clear and concise list helps to manage the expectations of all parties, especially when it comes to timelines and budgets. Be aware that some deliverables may be subject to additional regulations, such as export control, that may require additional processing steps.
The confidentiality provision of a contract designates how sensitive or proprietary information is to be handled and places restrictions on sharing such information. IU rarely accepts confidentiality terms that would restrict the public disclosure of research results. The university’s contract officers negotiate language to protect you and IU against any claims of breach or infringement.
Protecting your publication rights in sponsored projects is extremely important. Publication of research findings helps IU fulfill one of its most important missions: advancing scientific knowledge for the greater public benefit. Additionally, peer-reviewed publications are essential to faculty advancement within the university, and graduate students and doctoral candidates often need to use findings from sponsored projects in their theses and dissertations. Publication restrictions can jeopardize IU’s open environment by possibly activating federal export control regulations. Excessive delays of a publication also need to be prevented as they may cause the research results to become stale or permit a competing academic group to publish first.
The indemnification and/or liability section often found in research agreements addresses which party—IU or the sponsor—will be legally responsible should something go wrong during the project and/or under what circumstances one party will defend the other. IU will not be responsible for the sponsor’s use of any data or deliverables provided as a result of your work connected with an agreement processed through the Office of Research Administration. In addition, statutes that limit the extent to which IU can be held responsible must be included in agreements.
The governing law provision in a contract indicates what law will apply and where any arbitration or litigation will take place should there be a dispute that ends up in court. For IU, as a state-controlled institution of higher education, Indiana state law is always preferred when making the decision as to which state’s law will apply. In certain circumstances, IU may agree to another state’s law with the proper authorizations.
The payment provision of a contract sets forth the payment terms and mechanisms by which IU is to be paid for the work completed. The payment structure must be designated at the outset, approved by the Office of Research Administration, and may be either fixed-price or cost-reimbursable. Fixed-price agreements have fixed payments based on a milestone payment schedule or the submission of deliverables. Cost-reimbursement agreements are paid as costs are incurred and invoiced, typically monthly or quarterly.