Submitting and Negotiating Sponsored Agreements through DCG for Corporate and Foundation Research

Corporations and foundations provide opportunities for supporting research projects that are focused on meeting important needs, often for the benefit of society. The university encourages investigators to seek out funding from these sources.

Compared to governmental funding, these sources generally have less formal procedures. The proposal process is sometimes initiated by a contact or conversation between a university investigator and an employee of the corporation or foundation, rather than a call for proposals. Despite the informality of how these proposals are initiated, corporate and foundation research agreements require even closer attention than typical government agreements, because the terms requested by the sponsor often differ from what the university will accept.

Applicability of this Document

The following steps apply to corporate and foundation research funding through the Department of Contracts and Grants (DCG). Industry sponsored clinical trials, which are awarded through the Clinical Trials Office, follow a similar, but separate, process. Also, gifts are not processed by DCG, but these are strictly limited to situations where the sponsor receives no IP and no deliverables or tangible products from the university.

Steps for Proposal Submission, Negotiation and Award

1. Proposal Preparation

Investigators (e.g. faculty) may communicate with sponsors in advance of formally submitting a proposal, to discuss technical content and potential scope of work. Such informal communication (which may include a letter of intent to submit a proposal, inquiry, phone conversation or meeting) does not require involvement from DCG. However, investigators should follow processes established within their own schools. On the other hand:
The investigator should not attempt to negotiate terms and conditions of an agreement (e.g., IP terms or publication rights), and should not submit a project budget through informal channels.

• Sponsors sometimes request a non-disclosure agreement (NDA) at this phase. When possible, NDA’s should be avoided. When required, NDA’s are signed by the university and not by the investigator. Contact DCG if an NDA is required.
• If the sponsor would rather provide a gift than a sponsored research agreement, clearance must be obtained through University Office of Advancement (and subject to dean approval). To qualify as a gift, the university cannot offer intellectual property or any other tangible deliverable or product to the sponsor. Gift agreements are handled the University Office of Advancement (outside of DCG).

2. School Review and Approval

When you are ready to submit your proposal, use the same channel as you normally use for government sponsored agreements. Working with a research administrator (in your school, department or center), prepare your technical proposal, including a statement of work. Ask your research administrator to prepare a budget and to submit the proposal through TARA. The standard financial terms (including overhead and fringe rates) for corporate and foundation sponsors are no different than for government sponsors, with the exception of industry sponsored clinical trials. Reduction from standard costs or rates requires approval by your dean (or dean delegate), and are treated as an exception based on strong justification.

• If you or any project personnel hold a financial interest in the sponsor (including consulting or speaker fees), be sure to designate your financial interest in TARA and submit a financial disclosure through disclose for review and approval. In particular, the university strictly limits research agreements with companies owned by university investigators (or companies in which investigators hold management positions or private equity).

3. Submitting Your Proposal

DCG is responsible for submitting your proposal to the sponsor. When your proposal is submitted, it will be accompanied by our standard terms and conditions, unless the sponsor has already provided its own standard agreement.

• Standard terms include the right to publish research. While the university will accept review periods for work, it does not accept agreements that prohibit publication or treat the work as confidential
• The university also requires ownership of intellectual property created by the university. The sponsor, however, generally has the ability to negotiate a license to intellectual property developed in the course of the research.

4. Negotiation of Agreement

If the sponsor would like to make an award subject to terms and conditions that are different from what the university normally offers, then DCG will enter into negotiations with the sponsor. Deviations require consideration of the totality of the agreement, taking into consideration:

• Benefits of conducting the research at USC, including the size of the award, potential for generating new knowledge, benefit to society and participation of students.
• Recovery of project costs.
• Legal risks and the potential for harm to the university.
• Specific IP terms that the sponsor is requesting.
  • USC Stevens Center for deviations from standard IP terms.
  • Deans (or designees) of affected schools for cost share.
  • General Counsel Office for terms that pose a legal risk to the university.
  • Principal Investigator for limitations on publication rights or IP. However, the university will not accept terms that prohibit publication, treat research as confidential, or do not give the university ownership rights.
  • Vice President of Research for major deviations from standard terms.

5. Award and Account Set-up

Your DCG administrator is authorized to sign a corporate or foundation agreement once acceptable terms are negotiated. DCG’s goal is to establish accounts within two days of when an agreement is signed by both the university and the sponsor, subject to all needed regulatory approvals (such as IRB, CIRC or IACUC). To expedite account set-up, investigators are encouraged to initiate all regulatory approvals during proposal review or negotiation phase.

Sequence and Timing:

1. Proposal Preparation: Can occur at any time.
2. School Review and Approval: At least one week prior to submitting proposal to sponsor.
3. Submitting Your Proposal: Prior to the deadline that you provide to DCG, and within three business days of when signed submitted through TARA.
4. Negotiation of Award: Begins after DCG receives notice of award, budget and full proposal, and verifies school approval via TARA. DCG seeks to minimize negotiation time.
5. Award and Account Set-Up: Generally within two days of signed agreement, approved detailed budget and regulatory approvals.

Investigators are strongly discouraged from participating in negotiations, unless specifically requested by DCG. Attempts to intervene or circumvent negotiation usually create delays. However, if negotiations seem to be protracted, do not hesitate to contact your administrator within DCG to discuss possible resolutions, and to develop a coordinated strategy.

To minimize negotiation time, please be sure that only DCG submits your proposal to the sponsor.