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.
Where there is no standing agreement, the University uses the "roundtable" agreement to start discussion, of which an annotated copy is provided. 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 agreement. There are some variations of the language when patents are an issue
The original roundtable agreement (http://www.nap.edu/catalog.php?record_id=10010) was jointly developed in 1988 by the major research universities and 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) (http://sites.nationalacademies.org/PGA/guirr/PGA_052182), 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. Sponsors may also find contract accords and guiding principles documents (http://sites.nationalacademies.org/PGA/uidp/PGA_049710) from this group, which provides background information, to be helpful. Also on this site is information concerning University policy, FOIA requirements, and NDA agreements, all useful in creating contracts.
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 as such are best discussed with the University lawyers (project representatives) in the Research Administrative Office ("the contracts office"), at +1 (734) 764-7250. 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.