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SRA Frequently Asked Questions

SRA BASICS: WHAT, WHEN, WHY

Q. What is a research agreement?

Q. What are some relevant US Federal Laws or Regulations,university-industry practices and UTA Policies that apply?

Q. Who on campus do I contact to start a research-related agreement?

Q. Does the Principal Investigator sign the SRA?

Q. Who is authorized to sign on behalf of UTA?

Q. Is there a minimum amount of funding required to sponsor research?

Q. Who should I contact if I have questions about an SRA?


SRA UNIQUE CIRCUMSTANCES AND SPECIAL TERMS: IP AND PUBLICATION

Q. Can my sponsor own the results of the research?

Q. Can a sponsor approve publications resulting from the research?

Q. Given that my sponsor is paying for the research, this does not seem reasonable. Why isn't sponsored research more like a work for hire?

Q. Can a sponsor pre-set license terms in the SRA?

Q. Can a sponsor send someone from its company to UTA to work on a project it is funding?


SRA UNIQUE CIRCUMSTANCES AND SPECIAL TERMS: TIMING

Q. What are some common causes for delay when negotiating contracts with Industry?





SRA BASICS: WHAT, WHEN, WHY

Q. What is a research agreement?

A. The research agreement is a legal document detailing the obligations of two or more parties over the course of a research or services project. It often has specific deliverables and milestones to be met, and dictates how the contracting parties will interact with each other, including payment and issues such as publicity, publication and intellectual property (such as copyrights, inventions or patents). Agreements may be called by a variety of names – sponsored research agreement, contract for services,subaward, or letter agreement.

The University of Texas at Arlington, rather than a UTA PI, is the contracting party in relation to formal contracts. This means all contracts must be reviewed and accepted by the institution rather than individual faculty. Each agreement comes with terms and conditions which must be thoroughly reviewed prior to acceptance. While UTA policy and State law give general direction regarding acceptable terms, the nature of the proposed project and sponsor type will ultimately determine how an agreement is written and which office can review it. The University of Texas at Arlington has adopted several standard research agreement formats that are consistent with state law and with national standards, such as those of UIDP.



Q. What are some relevant US Federal Laws or Regulations, university-industry practices and UTA Policies that apply?

A. There are a number of US federal laws that govern University practices and research agreements. In addition, UTA has internal research policies, and follows where applicable the Contract Accords developed by the University-Industry Demonstration Partnership (www.uidp.org), or UIDP. The Contract Accords were prepared by attorneys and representatives from industry and universities to address many of the common positions each takes when conducting industry sponsored research, and to harmonize the positions when possible.

Below is a partial list:

UTA policies and procedures: click here.

UTA research policies and industry practices click here

UIDP principles, found here.

UTA Indirect Cost Rates click here.

US patent law

Bayh-Dole Act click here.

IRS Tax-Exempt Bond Regulations

NIH FCOI Conflict of Interest click here.

US Export Controls click here.



Q. Who on campus do I contact to start a research-related agreement?

A. The process of establishing a contract will begin in Research Administration with Agreement Management or your assigned pre-award specialist. Your pre-award specialist will begin the process by collecting the necessary forms and information. Once the preliminary information has been gathered, your pre-award specialist will then notify Agreement Management who will work with you to finalize the Agreement.



Q. Does the Principal Investigator sign the SRA?

A. No. The SRA is between UTA and the sponsor. Rarely, a PI signs to acknowledge that s/he has read and understands the SRA, or approves as to content.

Also, UT Arlington has a limited number of university signing officials. Most faculty and staff are not authorized to commit the university in writing to an agreement. You are only a UT Arlington authorized signatory if you have a written delegation of signature authority from the President of UT Arlington.



Q. Who is authorized to sign on behalf of UTA?

A. The University of Texas at Arlington is an agency of the State of Texas and a component institution of The University of Texas System, governed by the UT Board of Regents. All agreements, including sponsored research agreements and related contractual agreements such as visiting scientist agreements, nondisclosure agreements, teaming agreements, material transfer agreements, etc. must be executed by an authorized official of UTA and in The University's legal name: "The University of Texas at Arlington."

UT Arlington has a limited number of university signing officials. Most faculty and staff are not authorized to commit the university in writing to an agreement. You are only a UT Arlington authorized signatory if you have a written delegation of signature authority from the President of UT Arlington.



Q. Is there a minimum amount of funding required to sponsor research?

A. No.



Q. Who should I contact if I have questions about an SRA?

A. Please contact us at new Agreement Management page. We look forward to hearing from you.





SRA UNIQUE CIRCUMSTANCES AND SPECIAL TERMS: IP AND PUBLICATION

Q. Can my sponsor own the results of the research?

A. The answer is different for jointly developed and solely developed intellectual property, and for research project deliverables.

A sponsor retains ownership rights in its own contributions to jointly developed deliverables and joint work arising or resulting from a research project, of course, under applicable US patent law. In addition, UT Arlington grants each research sponsor an option to negotiate an exclusive or non-exclusive, worldwide, royalty-bearing license to make, use or sell under any invention or discovery owned wholly or partly by UT Arlington and made or conceived and reduced to practice during sponsored research.

UT Arlington owns intellectual property we create under sponsored research projects, for legal and tax reasons. First, UTA is part of a public university system, funded in part by the taxpayers of the State of Texas. Our Regents retain ownership to all inventions and discoveries arising from UTA research using UTA resources. Next, because UTA is a non-profit organization that finances research facilities through the issuance of tax-exempt bonds, UTA is required by law to ensure that bond financed facilities will not be used in a manner that would cause the interest to become taxable. IRS regulations provide specific guidance to avoid private business use of tax-free bond funded facilities in sponsored research agreements, and UTA follows them. Note that companies sponsoring research can receive rights to the intellectual property in the form of a limited-term option to a license. In addition, a sponsor may get an automatic grant of right to IP created for a particular funded project, limited to internal research use. See Section 8 of the Sponsored Research Agreement Template, found here.

Subject to these policies and applicable law, a sponsor can own research project or services deliverables, to use as they see fit.



Q. Can a sponsor approve publications resulting from the research?

A. Typically, no, with a couple specific exceptions for confidential information supplied by a sponsor, and patentable inventions. As per common university-industry practice expressed in UIDP Contract Accord 3, Publications, Universities conduct research as tax-exempt organizations. Research conducted by tax-exempt organizations must be performed for the public benefit and is expected to lead to information that is published and available to the interested public. Research that is subject to restrictions on publication may be considered a private trade or private business activity that is unrelated to the public purpose of the University, and keeping results undisclosed could violate applicable law. That said, sponsors have the right to require the removal of any of the sponsor’s confidential information disclosed to University during sponsored research. Upon request, an additional delay of publication that is specific and limited may be appropriate to allow time to file a patent application on inventions arising directly from original, creative research work by UT Arlington faculty.

Freedom to publish is likewise essential to the fulfillment of UTA's responsibility to disseminate the findings of research. To this end, UTA reserves for each of our principal investigators the sole and exclusive right to freely publish scientific findings from research at the University, and to preserve this right in sponsored research agreements. In special circumstances, such as protecting intellectual property and accounting for technology transfer, the University may delay publication. However, it should be noted that research which cannot be reported to the public cannot be used as the foundation of a thesis or dissertation, and could invalidate the University's "fundamental research" exclusion to the U.S. Export control laws and regulations.



Q. Given that my sponsor is paying for the research, this does not seem reasonable. Why isn’t sponsored research more like a work for hire?

A. UT Arlington does not enter into work for hire research agreements. Any agreement UTA enters into must be in line with the University's public missions of education and research. Additionally, per University Policy, the UT System Board of Regents owns inventions created at UTA using University resources. This is consistent with federal research funding laws and tax law as applied to non-profits.



Q. Can a sponsor pre-set license terms in the SRA?

A. Generally, no. Sometimes we can talk about a commercially viable range, but it is very difficult to set license terms for an invention that doesn’t yet exist, for a couple reasons. First, of course, the invention does not exist yet, and any value would be a guess. Next, and more specifically, UTA is a tax-exempt organization under the IRS Internal Revenue Code. IRS Regulations say that granting rights to sponsored research intellectual property that doesn’t yet exist is considered a “private business use” of facilities funded with tax-exempt bonds. Tracking and monitoring funding for campus buildings, which change and expand over the years, is difficult for universities, and we will not do something that jeopardizes our tax-exempt status. . 



Q. Can a sponsor send someone from its company to UTA to work on a project it is funding?

A. Yes. There may be some additional paperwork depending on the nature and extent of the involvement. For example, to schedule and participate in any lab time, we must have prior department approval and the outside person attending must get whatever training is needed, and anything else required for admission to the lab, such as acknowledgment of safety rules, and the like.





SRA UNIQUE CIRCUMSTANCES AND SPECIAL TERMS: TIMING


Q. What are some common causes for delay when negotiating contracts with Industry?

A. Sometimes a sponsor is not as familiar as we are with the occasionally unique circumstances of university sponsored research, or university-industry agreement practices, since we see and negotiate these terms every day.

For instance, UTA follows the Contract Accords developed by the University-Industry Demonstration Partnership (www.uidp.org), or UIDP. The Contract Accords were developed by attorneys and representatives from industry and universities to address many of the common positions each takes when conducting industry sponsored research, and to harmonize the positions when possible. You may download the full publications here.

Also, there are a few agreement terms commonly used between private entities, which simply do not apply to us, as a public university. We must negotiate some terms, and that potentially creates a delay. Terms such as:

• Governing law (if not Texas). UT Arlington is a public university, part of the Texas state government, and by law can only agree to Texas law, applicable US federal law, or silence.

• Indemnification (if the Constitution and the laws of the State of Texas are not referenced and covered off). UT Arlington is a Texas state agency, part of the Texas state government, with legal limitations and protections on certain promises it may make.

• Intellectual property. These delays are often resolved through explanation of our legal limitations that govern property rights to IP generated from sponsored research.

• Overly broad definition of confidential information (should include the usual and customary exceptions, including a requirement to label confidential information, whether exchanged in writing, or otherwise, such as verbally or visually).

• Export Control (no mention, or incorrect assumption of liability). Compliance with export control regulations is a priority at UT Arlington. The party providing export controlled information is in the better position to decide and mark the materials before sending out as part of cooperative compliance effort. If export controlled materials, data, or technology are involved, there may be additional internal requirements to be met before any agreement can be finalized, such as development of a Technology Control Plan.