What should Industry know when contracting with ASU?
This guide is a summary of the general policies applicable to research agreements between the Arizona Board of Regents, and business or industry or commercial organizations. These policies reflect Arizona State University 's position as a publicly supported educational institution.
The Contracts & Subcontracts team, part of the Office for Research and Sponsored Projects Administration (ORSPA), is responsible for negotiation of all Sponsored Project Contracts with industry, as well as providing support to Sponsored Project Officers in the preparation and negotiation of contracts with governmental and non-profit entities, including educational institutions. Support is also provided to Sponsored Project Officers on all subagreements.
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Corporate Identity
ASU is a public university governed by the Arizona Board of Regents, a body corporate under the laws of the State of Arizona. All research agreements must be issued in the name of the "Arizona Board of Regents for and on behalf of Arizona State University."
University Organization
The Office of the Vice President for Research and Economic Affairs is responsible for establishing policies for research agreements consistent with the policies of the Arizona Board of Regents. The Board of Regents has delegated the authority to solicit, negotiate, and execute awards to the Director of Research Administration who has the responsibility for the Office for Research and Sponsored Projects Administration (ORSPA). Sponsored agreements with industry are negotiated within ORSPA by Contracts & Subcontracts. Agreements with sponsors for licenses for pre-existing ASU intellectual property are managed and administered by Arizona Technology Enterprises LLC, ASU's exclusive intellectual property commercialization entity. ORSPA processes proposals, negotiates awards, and provides post-award administration. Arizona Technology Enterprises LLC administers and licenses ASU's intellectual property and creates collaborative research relationships specifically to enhance new inventions.
Project Establishment
Initial discussion between industrial sponsors and ASU faculty and senior research staff are encouraged to confirm mutual interest. However, sponsored projects can be formally established at ASU only after a carefully defined research proposal, including a budget, has been submitted and approved through regular internal review procedures. An acceptable funding agreement must be negotiated and executed by authorized representatives of both parties.
Project Administration
ASU policies pertaining to conflict of interest, the protection of human subjects, bio-safety, occupational and environmental protection, and animal welfare are applicable to all research conducted at ASU. The Principal Investigator has the responsibility for conducting the research and for assuring that only proper costs are charged to the proper account.
Payments and Advance Funding
ASU requires full reimbursement of costs and 25 -50 percent advance funding on all agreements with business and industry because the University is not permitted to use state funds to finance work with for-profit entities. The schedule of payments can be adjusted depending on type, scope, length of project, and anticipated schedule of actual expenditures.
Payment and Invoicing
All sponsored project payments should be made to Arizona State University, Office for Research and Sponsored Projects Administration, Box 873503, Tempe, AZ 85287-3503 within 30 days of receipt of invoice.
Termination
If a funded agreement is terminated by the sponsor, the sponsor will be expected to reimburse ASU for all costs incurred to the date of termination and for all remaining non-cancelable obligations.
Publication Policy
The teaching and research environment must promote the free exchange ideas among faculty and students. ASU's research activities are conducted as an integral part of the total educational program. These activities often form the basis for articles in professional journals, public and professional presentations and student dissertations and theses. Therefore, ASU will undertake research of studies only if the results can be published or otherwise promptly disseminated. However, the University may agree to reasonable delays to protect proprietary information and intellectual property. Copyright and publication rights for research results belong to ASU and/or the author.
Intellectual Property
ASU's intellectual property policies promote the progress of science and technology, assure that discoveries and inventions are used to benefit the public, and provide recognition to the inventor(s) and ASU. ASU usually retains ownership to all inventions and discoveries arising from its research, whether or not patentable. The first right to negotiate for exclusive license rights may be granted to an industrial sponsor. Assignment or ownership of inventions created under private sponsorship can be made. When there is a pre-existing ASU invention, a license or option can be put into place with a research collaboration agreement.
Export Controls
ASU complies with U.S. Export Laws and Regulations. Sponsor agrees no data or material subject to export control will be provided to ASU as part of an agreement without specific advance notification and identification.
Liability, Risk, and Best Efforts
Research by its nature is unpredictable and does not guarantee successful results, therefore ASU research is conducted on a "best efforts" basis. ASU will not accept contract provisions that guarantee results, impose penalties for failure to make progress by firm deadlines, or provide for withholding of payments if the sponsor is not satisfied with the results. In addition, constitutional and statutory restrictions preclude ASU from contractually indemnifying another party.
Insurance
ASU maintains general liability insurance and worker's compensation coverage as required by state law and pertinent federal laws and regulations through the State of Arizona Risk Management Plan. ASU is prohibited from naming a third party as additionally insured.
Confidentiality
ASU normally does not provide for the confidentiality of information. If confidentiality is necessary in order to perform the research, provisions may be included in the agreement that identify the extent to which proprietary or confidential information may be protected. Separate agreements with the faculty are discouraged.
Security Rules and Regulations
Classified language usually will not be acceptable in an agreement. Acceptance of classified provisions requires an internal waiver as indicated in RSP 404 (http://www.asu.edu/aad/manuals/rsp/rsp404.html).
Use of University Name
No sponsor is permitted to state or imply that ASU approves or endorses any product that might be manufactured, sold, or otherwise distributed. The name or logo of ASU may not be used in connection with any advertisement, press release, or other form of business promotion or publicity without prior written approval.
Independent Contractor
ASU is an independent contractor and shall be free to exercise its discretion and independent judgment as to the method and means of performance of its work hereunder. ASU employees shall not be considered employees of Sponsor, and neither ASU nor Sponsor personnel will, by virtue of this Agreement, be entitled or eligible, by reason of this agreement, to participate in any benefits or privileges given or extended by the other party to its employees.
Governing Law
As an entity of the State of Arizona, ASU contracts are normally governed by and construed in accordance with the laws of the State of Arizona.
State Clauses
ASU is required to include in all contracts certain clauses dealing with nondiscrimination, conflict of interest, non-appropriations, and arbitration.
- Nondiscrimination. The parties agree to comply with all applicable state and federal laws, rules, regulations and executive orders governing equal employment opportunity, immigration, nondiscrimination, including the Americans with Disabilities Act, and affirmative action.
- Conflict of Interest. This Agreement is subject to Section 38-511, Arizona Revised Statutes. This Agreement may be canceled if any person significantly involved in initiating, negotiating, securing, drafting or creating this Agreement on behalf of University is an employee, consultant, or agent of any other party to this Agreement.
- Arbitration. Notice is provided of Sections 12-1518 and 12-133, Arizona Revised Statutes.
- Failure of Legislature to Appropriate. If University's performance under this Agreement depends upon the appropriation of funds by the Arizona Legislature, and if the Legislature fails to appropriate the funds necessary for performance, then University may provide written notice of this to Contractor and cancel this Agreement without further obligation of University. Appropriation is a legislative act and is beyond the control of University.
