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Contract Terms and Conditions: Issues for Negotiation
1. Patent Rights
The ownership of the patent rights for any potential
inventions emanating from the work of the contract
should be stated in the contract. The university should
retain patent rights for new inventions and discoveries
performed under a contract with an exclusive license for
the sponsor in return for royalties. However, each
contract must be negotiated in light of individual
circumstances.
2. Publication, Presentation and Use Rights
Sponsor may request prior review and approval of all
potential publications, presentations or other uses of the
contract work for possible disclosure of confidential
information and for protection of the patent rights. To
protect your right to publish and use the results of your
research in a timely manner, OSP will negotiate mutually
acceptable time limits for sponsor review.
3. Confidentiality
Both sponsor and university may require either a
confidentiality agreement or a confidentiality clause in
the agreement in order to protect current and future
intellectual property rights. For-profit sponsors usually
request such clauses. Federal and state agencies usually
do not require confidentiality.
4. Indemnification and Hold Harmless Clauses
Indemnification is a legal term for the assumption of
responsibility by one party for expenses arising from any
legal suit, tort or other claim against another party.
Sponsor indemnification of ECU employees and officials is
preferred and required in some cases. However, ECU, as a
State institution, is not permitted to indemnify the sponsor
or any other organization. In addition, ECU cannot permit
the sponsor to have sole control and discretion in settling
claims made against the university.
5. Other Issues
a. State laws under which the agreement will be
governed. North Carolina statutes are strongly
preferred.
b. Reference to the Statement of Work and/or Protocol.
c. Definition of period of performance.
d. Definition of key personnel.
e. Termination conditions and contract modification
procedures.
f. Federal compliance issues; such as Drug Free
Workplace, Lobbying, Equal Opportunity, and others.
[1] Most PIs use PDF Writer a component of Adobe
Acrobat 3.x available for about $50. PDF Writer lets you
convert files prepared on your word processor to PDF files
for uploading to NSF. Another useful product is Aladdin. s
shareware product Ghostscript 5.10 (or above) used to
convert PostScript files to PDF.
[2] If you prefer, NSF will assign you a . pseudo-SSN..
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