Industry Sponsored Contracts
Contract Review Process
A sponsored research program is established when
- a corporate sponsor wishes to support a research project that a member of the faculty wishes to pursue.
- the proposed research is approved by Penn State University as educationally appropriate and consistent with its mission.
University research is intended to advance the frontiers of science and technology and further the University's mission. To achieve its purpose in an academic setting, a research project must be of intellectual interest to a member of our faculty, and responsibility for directing the research project must reside with the principal investigator. Penn State acknowledges and accepts that the general motive for a corporation sponsoring university-based research is the production of specific solutions readily applicable to the development of products, processes, or services for competitive advantages. In negotiating contractual arrangements for University research, Penn State seeks to balance the pursuit of research as an integral part of the educational process and the pursuit of a useful knowledge to be applied in a specific corporate setting. There are a number of contract principles that are especially significant when considering research agreements with corporate sponsors.
Since state-of-the-art research is by nature unpredictable and without guarantee of success, we conduct research on a reasonable efforts basis. Every effort is made to organize research projects in a manner sensitive to the differing time constraints of sponsors in accordance with applicable regulations, but the University cannot accept contract provisions which impose penalties for failure to make progress or provide for withholding payment if the sponsor is not satisfied with results.
Penn State University does not knowingly enter into agreements that involve commitments and obligations which are in conflict with those accepted under other agreements. Special procedures for dealing with actual or potential conflicts may, in appropriate cases, be included in the body of the agreement. Penn State University does not accept blanket provisions precluding the principal investigator or the University from performing research for other sponsors in related areas.
In an effort to fulfill its educational mission, Penn State University must disseminate research results on a non-discriminatory basis. The University cannot undertake studies in which the results cannot be freely published. The University does recognize that there may be times when a sponsor may need to protect proprietary information. When the University agrees to accept a sponsor's proprietary information for use in a research project, publication can be deferred, on a case-by-case basis, for a limited period of time to allow for sponsor review and comment. The Office of Research Affairs, in conjunction with the advice of legal counsel and the Controller's Office, will make a determination in such circumstances. All sponsors cooperating in research projects with Penn State University understand that the basic objective of academic research is the generation of new knowledge and its expeditious dissemination; therefore, in review of any publication, the sponsor shall provide all reasonable cooperation in meeting this objective. Penn State gives sponsors the option of receiving an acknowledgement in any publication for its sponsorship of the research.
In general, Penn State University owns any invention or other intellectual property generated by its faculty, staff, and students resulting from externally funded projects. The College of Medicine Office responsible for oversight and assistance with intellectual property and technical development is theOffice of Technology Development. The Office of Technology Development works in conjunction with the Technology Transfer Office and Intellectual Property Office at University Park to make determinations in regard to patent rights and intellectual property issues as set forth by those funding sources which contributed to the making of that invention.
The Office of Research Affairs has the responsibility of ensuring that research contracts entered into on behalf of the University are on the best possible terms. To protect the interests of both the faculty member conducting the research and the University, it is wise to establish terms of the agreement between the parties in writing. The contract is there to document each party's respective rights and obligations. The Contracts & Proposal Specialists in The Office of Research Affairs are experienced in assisting investigators with every aspect of reviewing, issuing and negotiating contracts. Ideally, the appropriate Contracts & Proposal Specialist should be involved at the earliest stages of discussion between the sponsor and investigator. The sooner the specialist is involved, the less likely there will be delays in the commencement of the project and the less likely there will be terms in the agreement that are unacceptable to the University. In any event, no faculty member is authorized to sign a contract binding the University. Contract signatories are designated by the College of Medicine and the Hershey Medical Center.