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Doing Business with Wake Forest University
Wake Forest University (WFU) encourages and supports collaborations between
its faculty and private industry. It authorizes the Associate Provost for
Research as well as Office of Research and Sponsored Programs staff to negotiate
and to accept sponsored agreements on its behalf. Faculty members may not
obligate WFU in this manner.
Please note that Wake Forest University Health Sciences (WFUHS) is a separate
legal entity from WFU, and, therefore, negotiations for agreements that include
WFUHS must be conducted with its own authorized representatives.
The following principles govern industry-supported research at WFU.
Parties
Agreements for research that will be conducted on campus or use university
resources should be negotiated between the company and WFU. WFU departments
or individual faculty members cannot be parties to agreements.
Publications
An important role of an academic institution is to disseminate knowledge. Faculty
careers are judged and tenure awarded, in significant part, on the measure
of the researcher’s academic production, and in many cases this is
scholarly publication of research results in peer-reviewed journals.
Because certain information supplied to WFU during a study may be confidential
and proprietary to the sponsor, sponsors will ordinarily be granted the right
to review a proposed publication generally 30 days prior to its submission.
This right is confined to review and comment and not to approve, to consent
to, or to edit the publication. Sponsors are also given the right to delay
publication forty-five (45) days in order to obtain protection for intellectual
property developed during the study.
Intellectual Property
Title to inventions and discoveries, including copyrightable software, made
or conceived by WFU faculty and staff under a sponsored project is retained
by WFU. The university can grant the sponsor the first opportunity to negotiate,
upon commercially reasonable terms, a royalty-bearing exclusive license to
the invention for commercialization under a limited-term option (6 months
from the date of disclosure of the invention). If a longer option period
is needed, funding of continued research for that period may be negotiated.
Data Ownership
As the grant recipient and the party obligated, through the investigator, to
perform the research and to generate the raw data, WFU is the legal owner
of such data, with full rights to use and to publish them accordingly. Conceding
study data ownership may impair the faculty member’s ability to publish
the research.
Confidentiality
While confidentiality provisions may assure sponsors of some protection against
dissemination, WFU is a place of open exchange among researchers and students
in order to foster learning and to develop knowledge. The obligation to maintain
secrecy and confidentiality is not “second nature”.
The university can agree to protect the sponsor's confidential information
in the same way that it protects its own, assuring that it will not be published
or presented publicly. However, to limit its liability, WFU asks that sponsors
restrict disclosure to essential information and clearly identify confidential
information as confidential. The university also asks for an express limitation
of its liability in the unlikely event of a breach of confidentiality; that
is, the amount of money received by WFU for its work on the project or another
specific amount.
Indemnification
WFU requests that sponsors indemnify the university against all claims, damages,
liabilities, costs, fines, penalties, losses, and expenses, except where
the university engages in gross negligence or willful misconduct. The sponsor
should represent that it has adequate insurance (or self-insured programs)
to cover this indemnity and should agree to provide WFU with evidence of
such insurance.
Warranty
WFU makes no representations or warranties, express or implied, under any agreement
with respect to the services it performs thereunder and any deliverables
resulting from such performance, including their condition, conformity to
any representation or description, the existence of any latent or patent
defects therein, and their merchantability or fitness for a particular use
or purpose.
Termination
In the event a funding agreement is terminated for any reason, the sponsor
will be expected to reimburse the university for all costs incurred to the
date of termination and for all obligations that cannot be canceled.
Governing Law
WFU requires that North Carolina law govern all research agreements, since
they are entered into and performed in North Carolina.
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