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.
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.
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.
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.
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.
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.
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.
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.
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.
WFU requires that North Carolina law govern all research agreements, since they are entered into and performed in North Carolina.