A Guide for Industry

This guide is a summary of the broad principles applicable to research agreements between the University of Notre Dame and industrial and commercial organizations. The principles set forth in this guide reflect the University’s position as a private educational institution. We hope that this brief presentation of information about the University will serve to facilitate any research relationships that your organization may wish to initiate with the University.

The Corporate Identity

The University of Notre Dame is a private institution governed by The Board of Trustees of the University of Notre Dame du Lac, an Indiana nonprofit corporation. The corporate headquarters is located at Notre Dame, Indiana 46556. All research agreements must be issued in the University’s legal, corporate name: “University of Notre Dame du Lac.”

Academic Policy Governing Research at the University

One of the primary purposes of the University is to carry out research to advance the frontiers of science and technology and further the University’s educational programs. The University will enter into arrangements for research when that research does not interfere with University commitments and: 1) it provides faculty the opportunity to gain experience and knowledge of value to their teaching and research; 2) it is suitable research through which the individual may make worthy contributions to knowledge; or 3) it is an appropriate public service.

The General Administration of Research

While initial discussions between industrial sponsors and regular 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 University internal review procedures and an acceptable funding agreement has been negotiated and signed by the authorized representatives of both parties.

The authority to execute awards for research on behalf of the University of Notre Dame is delegated to only a few officials on campus. Names of the authorized officials may be obtained by contacting the University’s Office of Research.

Project Administration

The collegial environment and effective departmental management within the University assure the highest standards of performance in all research projects. University policies pertaining to health and safety (such as those governing protection of human subjects, the use of radioisotopes, biosafety, occupational and environmental protection, and animal welfare) are applicable to all research conducted at the University. University projects are also conducted in conformance with equal opportunity and affirmative action principles. The University has strong financial management and internal audit programs that insure careful control and accountability of all expenditures.

Principal Investigators must file conflict of interest disclosure statements indicating whether or not they have a direct or indirect financial interest in each private sponsor of their research. The statements are open to public inspection. When disclosure indicates that a financial interest exists, a committee composed of faculty and administrators conducts an independent substantive review of the disclosure statement and the research project prior to acceptance of a contract, grant, or gift.

Publication Policy

A fundamental principle of the University is that the teaching and research environment should be open so that ideas can be exchanged freely among faculty and students. The University’s research activities are conducted as an integral part of the total educational program, and these activities often form the basis for articles in professional journals, seminar reports, presentations at professional meetings, and student dissertations and theses. Therefore, the University will undertake research or studies only if the scientific results can be published or otherwise disseminated. Under certain conditions, the University may allow a short delay in the publication. Copyrights and publication rights belong to the University and/or the author.

Patents and Intellectual Property

The basic aim of the University’s intellectual property policies 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 and the inventor. The University retains all patent rights from sponsored research, and any invention or patentable idea conceived or reduced to practice in the course of the research belongs to the University.

Subject to the conditions below, research funding agreements may provide a time-limited right of first refusal to the sponsor to negotiate a license to patentable inventions conceived and reduced to practice in the course of the sponsored research. All licenses will:

• be royalty-bearing, with rates negotiable and based on general practice for the type of invention involved; provide for diligent development, commercial marketing, or use as one condition for retention of the license; and normally require a license issue fee and appropriate minimum annual royalties. Licenses under corresponding foreign patent may be granted where possible on terms and conditions similar to US. licenses, except that the sponsor must agree to reimburse University for its foreign patent prosecution and maintenance costs. Several categories of licensing options are offered as examples: When the Sponsor pays all direct and indirect costs for the research undertaken, the sponsor may be granted a right of first refusal to negotiate an exclusive or non-exclusive license for the life of any US patent. The right to sublicense is usually granted under exclusive license only. When the Sponsor pays less than all direct and indirect costs, the sponsor may be granted a right of first refusal to negotiate a non-exclusive license for the life of any US patent.
• When the Sponsor pays only salary or stipend in support of a fellowship or research assistantship for an individual, the Sponsor may not be assured of a right to negotiate a license but may be considered for negotiation.

Costs and Payments

Contracts with sponsors are performed on a “no-profit – no-loss” basis. Therefore, research projects incorporate both direct and indirect costs in the research budget. It is the policy of the University to recover full indirect costs. 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 to the date of termination and for all non-cancelable obligations.

Liability and Best Efforts

Since research by its nature is unpredictable and without guarantee of successful results, University research is conducted on a “best efforts” basis. However, research projects are organized in a manner which is sensitive to the differing time constraints of sponsors. The University receives no fee or profit on its research. For this reason, and also because it is inconsistent with the best efforts principle, the University will not accept contract provisions that guarantee results, impose penalties for failure to make best effort progress by firm deadlines, or provide for withholding of payment if the sponsor is not satisfied with the best effort results. The University will agree, however, to indemnify the research sponsor for the conduct of University officers, agents, employees, students, and others working under contracts. In turn, the University expects the sponsor to indemnify and hold the University harmless against any and all claims for liability arising out of sponsor conduct during the contract period or any results of the research.

Use of the University’s Name

It is University policy that under no circumstances shall a sponsor be permitted to state or imply in any publication or other published announcement that the University has approved any product that is or might be manufactured, sold, or otherwise distributed. The University also requires that its name not be used in connection with any advertisement, press release, or other form of business promotion or publicity, or refer to a research agreement, without prior written approval.

University-Industry Interactions

The University has a long history of cooperation with industry in the support of research that is consonant with the University’s missions of teaching, research, and public service. Cooperative efforts which produce mutual benefits to both partners as well as benefits to society are strongly encouraged. Industry support contributes to the education of our students and to the generation of new knowledge that can be put to practical use by society. Facilitating the transfer of this new knowledge to improve the quality of life throughout society is an important goal of the cooperative University-industry relationship.

The character of University-industry relationships is shaped by a variety of interactions. Strengthening the bonds between the University and industry is a challenge which, if properly met, can support both parties. The traditional models of these interactions are well known:

• Direct funding of research costs through contracts and grants. Gifts and endowments (including endowed chairs) designated for colleges, schools, departments, or individuals. University-industry exchange programs and student internships. Specialized programs designed by the University for continuing education and training of professionals, primarily through University Extension. Cooperative research projects, some of which include government participation, and the use of specialized facilities.
• Use of unique University facilities.

The opportunity to go beyond these traditional modes of interaction is timely, necessary, and virtually unlimited. The University is anxious to explore new and innovative ways of welcoming industry to our campus and for devising better, more effective ways of addressing the needs of both the University and industrial community. We welcome your suggestions.

Further Information

These are the key features of only one aspect of University-industry relations and agreements for research projects. If you wish to discuss these or other modes of University-industry interaction, please contact Elizabeth Spencer or Jonathan Ho in the Technology Transfer Division of the University’s Office of Research.

The Graduate School

511 Main Building

University of Notre Dame

Notre Dame, Indiana 46556

Phone: (574) 631-5158 or 631-4551

Fax: (574) 631-6630

Email: espencer@nd.edu or Jonathan.Ho@nd.edu

Date Last Review Feb 2006