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Service Agreement Policy

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Service Agreement Policy

 

Background

In the process of conducting research, researchers at The University of Oklahoma are requested to conduct "research related services" for an outside company. The provision of such services fits with the research and service missions of the university when: 1) the university is uniquely qualified to offer such special services; 2) those services provide additional research and experience for the university's faculty, staff, and students; and 3) access to those services or specialized equipment is not readily available through local commercial means. These services may include the utilization of specialized expertise of the faculty or specialized instrumentation that may be offered to the company. Quite often, this will include testing of certain materials for the outside company (sponsor).

Services

For purposes of this type of agreement, services are defined as "small, specifically-designed" projects and are confined to those projects that provide services involving classification, diagnostics, or testing of a sponsor's data, samples, mechanisms, procedures, or products. These services are performed using university resources, including personnel, equipment, or facilities.

These services must be unique in some fashion and should not present competition to private industry. The rationale for university involvement in this kind of service or testing is that since university faculty conduct research that is often on the leading edge of scientific investigations, they are uniquely qualified to provide certain kinds of services that are not readily available locally from anyone in the private sector. The services provided should not be perceived as being in competition with private companies.

UNDER $25,000: Ordinarily, these projects are defined as "small, specifically-designed" projects and shall be for less than $25,000. In some instances, larger projects may be considered for processing under this format. Rationale should be provided as to why the larger project should fall under this consideration and approval must be provided from the Office of Technology Development prior to use of the Service Agreement. Most projects exceeding a cost of $50,000 will require the use of a Sponsored Research Agreement.

Requirements

Publication and Use: The results of the activities performed under a Service Agreement must be available for publication and for use in support of the university's research mission.

Confidentiality: If the service(s) contemplated under this agreement require the provision of sponsor's proprietary information, the terms of confidentiality shall be set forth in a Confidentiality Agreement executed by both parties.

Patent Rights: In performing a Service Agreement, the university is simply involved in the provision of services involving sponsor-provided information and not in the creation of new knowledge or new technologies. Consequently, the university will make no claims on patent rights in regard to sponsor-owned materials or information provided for the Project. The concept here is that under a Service Agreement, university faculty are providing testing or diagnostic services, not performing basic or applied research. However, the university will retain rights to inventions which are not related to a sponsor's product or processes or fall outside the scope of the Project's Statement of Work. For instance, if university personnel are analyzing a sponsor's material with a scanning electron microscope (SEM) and we discover a new analytical method involving the SEM, the resulting method would belong to the university. The university does acknowledge the potential for its services (testing and diagnostics) to potentially lead to small improvements to a sponsor's material or product, but feel that such incremental advances should be the property of the sponsor. However, university personnel who are involved in such discoveries must be listed as co-inventors in accordance with U.S. patent law. The university shall also retain a right to use any such improvements for internal research purposes.

Certification: As Service Agreement clauses regarding intellectual property differ from the provisions in the University Standard Research Agreement wherein basic or applied research is involved, a Service Agreement Certification form will need to accompany the pink routing sheet. A Service Agreement will not be approved without execution of this Service Agreement Certification form by university personnel.

Download Certification Form

Company: Faculty proposing to use a Service Agreement to conduct work on behalf of a sponsor should consult with the Office of Research Services-Cost Analysis (ORS) to determine if service rates are necessary for consistently billing the activity for the sponsor(s). Once ORS has received the Service Agreement Certification and the proposal has been approved through the routing process, ORS shall submit to the sponsor the university standard Service Agreement, which has been approved by university Legal Counsel and Office of Technology Development. Be advised this policy only addresses the use of the university standard form. Any proposed changes to the university standard form, or use of a sponsor's form, requires review and approval by the appropriate university offices through the Office of Research Services. In order not to delay approval of the Project, any proposed changes to the university form or submission of a sponsor's form must be submitted well in advance of the proposed Project start date to allow adequate time for review. As negotiations and discussions on these matters often take weeks to complete, any proposed changes to the university standard form or use of a sponsor's form should be submitted to the Office of Research Services for review and consideration at least four (4) weeks in advance of the proposed Project start date.

Cautions

University faculty should not co-mingle service projects with any other research activity within their labs. Special attention should be given so as not to employ inventions or new technologies developed or created on federally-sponsored or company-sponsored research projects in such a way as to encumber these inventions by the terms of the Service Agreement. A complete segregation of service activities should be accomplished through the use of separate lab notebooks. The university and individual investigators do not want to see major technological developments encumbered by small service agreements.

The university must recover full costs including facilities and administrative costs.