Contracts

Background on Contracts

Research contracts are developed from discussions between the University and the prospective sponsor. For many large corporations (e.g., GM, Ford, IBM, Intel), the University has negotiated contracts in place from prior projects. For those organizations, the language from the most recent contract is generally used for subsequent contracts. Renegotiating each new contract is too expensive for both parties, and those negotiations significantly delay the start of research projects.

Roundtable Agreements

Where there is no standing agreement, the University uses the "roundtable" agreement to start a discussion. That agreement was the starting point, if not the ending point, for contracts with many large corporations. Sponsors are encouraged to read the annotations in that document to help understand why particular language is used. This should allow both parties to more rapidly reach an agreement. There are some variations in the language when patents are an issue.

The original roundtable agreement was jointly developed in 1988 by the major research universities, major U.S. industrial organizations, and the U.S. government as a framework for industry-university-government research contracts. The work was done under the auspices of the Government-University-Industry Research Roundtable (GUIRR), a unit of the National Academies. (The National Academies is the umbrella organization of the National Academy of Science, the National Academy of Engineering, the National Academy of Medicine, and the National Research Council.) The original roundtable agreement and the current standard University contract are quite similar; the differences between them reflect lessons learned from conducting billions of dollars in research since 1988. 

Note on Patentable Materials

The Driver Interface Team has never had a project where patentable material was generated by a project. Raising patent issues where they are not appropriate can delay discussions and add significantly to project costs, in part because the indirect cost rate sometimes varies with the rights assigned to the University and the sponsor.

Who to Contact

Questions about contracts, confidentiality, patent rights, and related issues are administrative and not technical and are best discussed with the University lawyers (project representatives) in the Research Administrative Office ("the contracts office"), at +1 (734) 764-1185. Only they, and not the Driver Interface Group, are authorized to enter into a legal agreement with an outside organization on behalf of the University. However, Paul Green can provide the name, phone number, and email address of the contract representative responsible for each sponsor. The Research Administration Office has an excellent track record of working with sponsors to develop mutually satisfactory and equitable contracts.