Introduction

The University of Wisconsin-Madison/Industry Relationship

The University of Wisconsin-Madison (hereinafter "UW") has for many years enjoyed a close relationship with business and industry. This relationship has, in large measure, flourished because it is based on the conviction that new knowledge and discoveries occur throughout society and that the movement of knowledge is never unidirectional.
    Thus, industry can and does provide universities with important intellectual stimulation, as well as interpretations and reinterpretations of academic research results from a different and valuable perspective. In fact, one of the primary assets of the UW is its interactive relationship with industry, which keeps it informed of industrial needs and interests, and provides important feedback on the results of our research.
    This interaction is advanced by a variety of methods, including informal contacts between faculty members and industrial personnel; private consulting by UW faculty where appropriate; discussions, seminars, and teaching programs at both the undergraduate and graduate level; our Office of Corporate Relations' industrial liaison activity; and industrial sponsorship of UW research activities.

The Nature of University of Wisconsin-Madison Research

The primary purpose of university research is to advance the frontiers of science and technology and further the educational program. In the firm belief that instruction and research are interdependent, and that both suffer when dealt with separately, the UW has integrated these functions throughout the academic and administrative structure.
    To achieve its purpose, research should be of intellectual interest to members of the UW faculty and academic staff, and responsibility for directing the research must reside in the UW principal investigator. The research should have promise of advancing knowledge or the state of the art and provide learning opportunities for students.
    Industrially sponsored research projects must be designed so as to maintain a balance between the UW's pursuit of research as an integral part of the educational process and industry's search for useful knowledge to be applied toward the development of products, processes, and services.

Contract Principles

The following contract policies applicable to UW research agreements with industrial sponsors are of particular significance.

Reasonable Efforts

Since state-of-the-art research is by nature unpredictable and without guarantee of success, UW research is conducted on a reasonable-efforts basis. Every effort is made, however, to organize research projects in a manner which is sensitive to the differing time constraints of industrial sponsors.
    Since it is inconsistent with the reasonable-efforts principle, the UW cannot accept contract provisions that impose penalties for failure to make progress or provide for withholding of payment if the sponsor is not satisfied with the results.

Conflicting Obligations

The UW does not knowingly enter into research 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 research agreements. The UW does not, however, accept blanket provisions that preclude the principal investigator or the UW from performing research for other sponsors in related areas.

Publications

To fulfill its missions UW research must be disseminated on a nondiscriminatory basis. The UW cannot, therefore, undertake studies the results of which cannot be freely published.
    The UW, nonetheless, recognizes the need of industrial sponsors to protect proprietary information. On those occasions when the UW has agreed to accept a sponsor's proprietary information for use in the research project or when the UW investigators has/have transferred patent or copyright rights to the sponsor, publication can be deferred for a limited period of time, normally not more than thirty (30) days, to allow sponsor review and comments. The sponsor understands that the basic objective of research activities at the UW 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.
    The UW will give the sponsor the option of receiving an acknowledgement in any publication for its sponsorship of the research.

Patents

Historically, the UW has not claimed proprietary rights in any invention generated by its faculty, staff, and students except for the continuing right to use such inventions in its education and research mission. In the absence of contractual provisions, such as federal grants and contracts, obligating the transfer of all or some proprietary rights in such an invention to a third party, the inventor at the UW traditionally has been free to dispose of these rights in the manner of his or her own choosing. This policy continues unchanged.
    The University of Wisconsin System Board of Regents is the legal recipient of all grants and contracts accepted on behalf of faculty, staff, and students and, as such, has the legal responsibility for complying with all contractual obligations. Consequently, when an invention is generated, it is necessary that the designated University authorities review and make determinations in regard to patent rights as set forth by those funding sources which contributed to the making of that invention.

Establishing a Sponsored Research Program

Preliminary Discussions

A sponsored research program is most frequently established (1) when an industrial sponsor wishes to support a research project that a member of the UW faculty or academic staff wishes to pursue, and (2) the proposed research is approved by the UW as educationally appropriate and consistent with its missions.
    Initial discussions between sponsor representatives and UW faculty or academic staff occur in a variety of ways. It should be understood, however, that no program may be established at the UW unless a research proposal has been submitted through the UW's regular internal review procedures, and an acceptable grant or contract has been negotiated and signed by the authorized representatives of the parties.

Proposal Review and Submission

The principal investigator must prepare a proposal describing the research to be done, identifying the individuals who will perform it, and setting forth a proposed budget.
    All proposals for extramural support must be accompanied by a University "Extramural Support Transmittal Form," which assures that the appropriate officials review and approve each proposal in accordance with University and supporting agency regulations. Each proposal for extramural support must be reviewed by the Department, Chairperson(s) and approved by the appropriate Dean(s) or Director(s) before it is forwarded to the Transmitting Officer for formal submission to the supporting agency. Review by the Director of RSP is also required if an exception for principal investigator status is required, or if the indirect cost rate is either less than that authorized by the UW's cognizant federal audit agency or has not been previously approved.

Grant/Contract Negotiations

All contracts and grants are negotiated by Research and Sponsored Programs (RSP). Where contract discussions are held between sponsor representatives and UW faculty, it should be understood that these discussions are preliminary only and that RSP must review any proposed contractual agreement on behalf of the UW and either endorse it as conforming to UW contract policy or negotiate necessary modifications.
    Sometimes a sponsor will request an option to a license for inventions made during and as a part of sponsored research. If no federal joint funding is involved, such an option may sometimes be granted by the UW investigator (s), subject to prior contractual commitments made by the UW. If the research is also being supported by federal funds, the provisions of federal statutes are such that such an option can be granted only by the Wisconsin Alumni Research Foundation (WARF), as the UW's patent and licensing designee. In these instances, WARF must be contacted for negotiation of the license. On a time-available basis, WARF is also willing to participate, when requested, even if no federal funds are involved.
    When negotiations are completed, the UW contract can be signed only by a person who has a specific delegation of authority from the Board of Regents to sign contracts on the UW's behalf.

Project Administration

When negotiations are completed and the grant or contract signed, RSP establishes a project account, notifies the principal investigator, the Departrnent(s), and the offices of the appropriate Dean(s) or Director(s), and takes whatever other steps are necessary so that the principal investigator may begin the research and make appropriate charges to project funds.
    The principal investigator, operating within the policies of the UW and assisted by appropriate UW administrative offices and officials, is responsible for the day-to-day administration and direction of the approved project, including the direction of the research and the proper charging of the costs of conducting the project.
    Any correspondence proposing modification of the terms or conditions of a contract or grant including changes in the scope of work must be forwarded via RSP. Renewals or extensions involving additional costs must be reviewed and approved in the same way as new proposals.

Standard Research Agreement

The Standard Research Agreement was developed by UW for industrially sponsored research. Use of this agreement, without alteration, eliminates the need for negotiation between the UW and the Sponsor. UW will consider other forms of agreement, but these will require further review and negotiation that could delay the start of the research activity. The full text of the UW Standard Research Agreement is printed as part of this document.

For a WWW fill-in version of the Standard Research Agreement, click here.

updated December 1998