Policies for Industry Sponsors

Binding Arbitration

As an agency of the state of Texas, the university is not authorized to enter into binding arbitration. In the event of any irresolvable controversy or claim arising out of a sponsored research agreement, the university may enter into nonbinding arbitration or mediation. To agree to specific damages or binding arbitration waives state sovereign immunity.

Business Participation/Equity Ownership

A university employee who conceives, creates, discovers, invents or develops intellectual property may own any amount of equity or participate in a business entity that has a agreement with the university relating to the research, development, licensing or exploitation of that intellectual property. Serving as a member of the board of directors or other governing board or as an officer or an employee of such a business entity requires approval of the Texas Tech Board of Regents. TX. EDUC. CODE ANN. § 51.912 (Vernon 1996).

Costs and Billings

All sponsored research agreements should include all direct and indirect costs associated with the project. The university has negotiated indirect cost rates with its cognizant federal audit agency, which are applied to all research agreements except for agencies of the state of Texas and non-profit organizations with a published policy limiting indirect costs.

Fringe benefits are mandated by federal and state law. Fringe benefits for full-time employees include retirement, workers' compensation, lump sum vacation pool, retiree insurance pool, social security, and health insurance. Fringe benefits for graduate research assistants include workers' compensation and health insurance. Fringe benefits are estimated in proposals but charged as actual. For current estimating rates, see /research/ors/preaward/fringe-benefit.php

Remission of partial tuition and fees is part of the compensation package for half-time graduate research assistants. For current estimates, see /research/ors/preaward/tuition-fees.php.

Sponsored project agreements may be either fixed price or cost reimbursement. In either case, there should be an initial payment due upon execution of the agreement. For subsequent payments the university can bill no more frequently than monthly. All agreements must include a provision whereby upon early termination of the agreement the sponsor agrees to pay all costs accrued by the university, including noncancellable obligations incurred prior to the effective date of termination.

Faculty Consulting

With prior approval of university administrators, faculty and staff members may do outside work for pay during the months of regular employment. The amount of time involved ordinarily should not exceed ten hours in a five-day week. Consulting or outside employment on weekends must be approved. (OP 32.07)

Governing Law

The university cannot enter into agreements governed or construed in accordance with the laws of any state other than the State of Texas.

Indemnification

As an agency of the state of Texas, the university is limited in its ability to indemnify other parties. Indemnification and hold harmless clauses can be modified by inserting the phrase “to the extent allowable by the laws and constitution of the state of Texas.” TEX. CONST. art. IV, § 22

Insurance

As an agency of the State of Texas, the university is prohibited from purchasing policies of insurance for claims covered by the Texas Tort Claims Act. Therefore, the university does not carry employers' or general liability insurance. The university is self-insured for Worker's Compensation Insurance provided by TEX. REV. CIV. STAT. ANN. art. 8309b (Vernon 1967) and is insured under an automobile liability policy with a combined single limit of $500,000 for bodily injury and property damage. The liability of the university for personal injury and property damage is provided by the Texas Tort Claims Act, Chapter 101, Section 101.021, V.T.C.A., Civil Practice and Remedies Code. TEX. CIV. PRAC. & REM. CODE ANN. § 101.021 (Vernon 2005). The limits of liability are $250,000 for each person, $500,000 for each single occurrence for bodily injury or death and $100,000 for each single occurrence for injury to or destruction of property.

Intellectual Property

The university retains title to all inventions, improvements, discoveries, and/or software which are conceived and/or made by employees of the university. The university will jointly own with the sponsor all inventions, improvements, discoveries, and/or software which are conceived and/or made jointly by one or more employee of the university and one or more employees of a sponsor in performance of a sponsored project.

The university will promptly notify the sponsor of any intellectual property conceived and/or made in the course of a project and will negotiate with sponsor arrangements for patenting and licensing. The university will grant to sponsors the first option, at the sponsor's sole selection and with consideration, either a non-exclusive, royalty-free license or an exclusive license with a right to sublicense on terms and conditions to be mutually agreed upon. Terms of license agreements normally include but are not limited to: type and term of license, reservation of rights (for research) by University, diligence milestones, royalty structure, patenting procedure, infringement procedure, warranty/indemnity, reports and records (usually quarterly and involve only licensed product sales), dispute resolution, and standard boilerplate.

If a sponsor chooses not to proceed with a subsequent license or executes a non-exclusive license, the university will be free to protect and license intellectual property as it sees fit without accounting to sponsor.

All rights and title to jointly owned intellectual property shall be jointly owned. Arrangements for joint intellectual property shall be negotiated (OP 74.04).

Publications

Results of projects conducted by university researchers must be publishable. Researchers must be permitted to present at symposia, national, or regional professional meetings, and to publish in journals, theses or dissertations, or otherwise of their own choosing, methods and results of university research projects. The university will agree to furnished copies of any proposed publication or presentation to the sponsor in advance of the submission or such proposed publication or presentation to a journal, editor, or other third party. The sponsor may object to such proposed presentation or proposed publication because there is patentable subject matter which needs protection or because the proposed presentation or publication contains the sponsor's confidential information. In the event that sponsor objects because there is patentable subject matter, the university will delay publication for the time required to file patent applications(s) with the United States Patent and Trademark Office and/or foreign patent offices(s). If the sponsor objects because the publication contains confidential information, the confidential information will be removed.

Publicity

Sponsors may not use the name of the university, nor of any member of the university's faculty or staff, in any publicity, advertising, or news release without the prior written approval of an authorized representative of the university.

Material Transfer Agreements (MTAs)

MTAs should be executed by University and any party (whether a research entity or commercial entity) when providing or receiving any biological material, including the material and information and any parts, copies, proceeds, derivations, innovations, inventions or transformations of the said material. The purpose of MTAs is to restrict the use of proprietary materials by third parties as well as to limit liability arising from such use.

Nondisclosure or Confidentiality Agreements (NDAs or CDAs)

NDAs and/or CDAs shall be entered into by University and any party when receiving or disclosing any proprietary data or know-how that has independent value, including but not limited to: any trade secret, information, patent disclosures, patent applications, processes, compositions, compounds, procedures and test data relating to any research project or work in process, whether in oral, written, graphic or electronic form disclosed by the University or through observation or examination of information or developments, but only to the extent that the information is maintained as confidential by the University. NDAs and/or CDAs can be made mutual to protect both groups in the discussion or collaboration.

Signatory

All transactions of materials or confidential information shall be done in accordance with Texas state law and on behalf of the University by an authorized representative of the University. Faculty and staff should never act as signatory for any MTA, NDA, CDA, SRA, License, or any other agreement in which the University is a party, other than as an acknowledgement of receipt or of the existence of such an agreement.

Standards of Conduct

A university employee should not accept a gift, favor or service that is offered with the intent to influence the employee's conduct in discharging official duties, accept other employment or engage in a business or professional activity that would require or induce the employee to disclose university confidential information, accept other employment or compensation that could affect the employee's independence of judgment in the performance of the employee's official duties, or make personal investments that could create a conflict between the employee's private interest and responsibility to the university. TEX. GOV'T CODE ANN. § 572.051 (Vernon 2004).

Use of University Resources

University facilities, equipment, supplies and services are to be used only for duly authorized university purposes. (OP 61.01). An employee who directly receives funding from a grant or consulting contract not subject to administration by the university may not use university resources in carrying out the provisions of the grant or consulting contract. However, university resources may be used in carrying out a consulting contract if the work relates directly to the employee's academic and professional interests and expertise and (1) an institutional budget is established for the portion of work done using university resources or (2) the university is fully compensated for the cost of resources used. (OP 65.06).