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Terms and Conditions
To fulfill its mission and meet requirements arising from Yale’s status as a tax-exempt, public educational and research institution, research conducted at Yale must primarily serve public rather than private purposes. It is expected that research results will be published or otherwise be disseminated on a nondiscriminatory basis and within a reasonable period of time.
The University requires that investigators be able to publish the results of their research without prior approval of a sponsor. Sponsored Research Agreement may, however, permit sponsors a brief period to review proposed publications and presentations. Generally no longer than 90 days in total will be permitted to allow for such protection. Delays in publication of greater than 90 days will be permitted only in instances when it is necessary to protect public health and safety, such as in the case of multi-center clinical trials or with the approval of the Provost.
On those occasions where Yale has received a sponsor’s existing proprietary information in order to carry out a research project, the sponsor may be provided an opportunity to review proposed publications to prevent any inadvertent disclosure of its nonpublic information.
The basic goals of Yale’s intellectual policy policies are to advance the progress of science and technology, assure that discoveries and inventions are utilized in ways most likely to benefit the public, provide appropriate recognition to Yale researchers, and share royalty revenues received from the licensing of inventions with Yale inventors.
In the course of teaching, research, and other intellectual and administrative activity by faculty, staff, fellows, students, and other individuals in the University community, the creation of intellectual property will occur. The encouragement of such intellectual property in appropriate ways is both supportive of the public interest and consistent with the advancement of knowledge for its own sake, the primary purpose of teaching and research in a university.
In SRAs, while Yale customarily grants a royalty-free license to the sponsor to make internal use of any written reports and data that arise from the research project, Yale retains ownership to all intellectual property, arising from Yale-conducted research. In appropriate cases, Yale will grant a sponsor a first right to negotiate a reasonable commercial license to use the technology arising from the research, which may include the right of the sponsor to obtain exclusive rights.
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Since research is by its nature unpredictable and research results are inherently uncertain, Yale research is generally conducted on a reasonable efforts basis and performed at a standard that is consistent with research at comparable academic institutions. While Yale’s extensive resources allow the PI to organize research projects that are sensitive to the differing requirements of industry sponsors, no specific commitment can be made to guarantee the delivery of specific results or deliverables.
Funding and Pricing
Full cost recovery, including payment of Yale’s established F&A rate, is necessary for the conduct of a research project at Yale. The University’s F&A rates do not make allowance for profit and in fact, the University rarely recovers the complete costs associated with a research project. In addition, if possible, Yale prefers advance payments on research projects since Yale does not utilize its own funds to finance research projects and generally relies on sponsor payments to cover expenditures incurred in the course of sponsored research. As a result, Yale usually requires a payment schedule that is sufficient to assure payments keep pace with planned project expenditures. The specific payment schedule will be negotiated depending on the type and scope of the project, the length of the project, and the anticipated pace and pattern of actual expenditures. In most instances, research agreements are based on full reimbursement of actual costs incurred plus F&A costs. In case of early termination, Yale expects to retain out of any remaining funds any non-cancelable costs.
Warranties, Liability and Risks
Yale generally is unable to accept contractual provisions that establish rigid deadlines or deliverables, impose penalties for failure to progress at a certain pace, or provide for withholding of payment if the sponsor is not satisfied with the results. Yale research agreements will have express provisions disclaiming any liability for sponsor business losses, such as lost profits. As a general rule, the sponsor must indemnify Yale for liabilities resulting from any use of the research results or other liabilities.