northwestern university sponsored research agreement

Sponsored Research Administration

Proposal: Institute/Center or Department

Pre-Award Support

Post-Award Management

• Submit Disclosure
• InQbation Lab
• Lakeside Discovery
• Innovation & Entrepreneurship

INVO INNOVATION AND NEW VENTURES

• Invention Management

INVO executes agreements that range from CTAs to license agreements. The number of agreements that we execute each year has continued to grow, signaling the external interest in Northwestern's inventions. 

The two main paths to commercialize academic inventions are by licensing to established companies or licensing to spinout companies. Most co-development partnerships will include some type of licensing agreement. Exclusive licenses or options are generally executed for technologies that require significant prior investment to reach the marketplace, or are so early stage the exclusivity is necessary to induce investment needed to determine utility. 

INVO-related agreements

Confidential disclosure agreement (cda) and non-disclosure agreement (nda).

(Note: Except for those related to or relevant for clinical trials)

A Confidential Disclosure Agreement (also known as a Non-Disclosure Agreement or a Proprietary Information Exchange Agreement) is necessary when unpatented or unpublished ideas or data have to be disclosed to another party who must maintain such information confidential. CDAs are legally binding documents that enable the exchange of information that is not yet in the public domain. 

CDAs are generally signed to protect inventions disclosed to INVO. The novelty criteria of patentability require that an invention has not previously been made available to the public, where the public constitutes even one individual or group of individuals. Any disclosure prior to filing of patent applications negates the novelty criteria. Disclosing novel ideas or data prior to patent filing under a CDA preserves the novelty, hence there is no loss of patentability. Therefore, it is critically important to consider CDAs before approaching companies or individuals for developing novel ideas.

INVO works with the PI to ensure that a CDA is executed appropriately to protect proprietary information associated with an invention. Please contact  OSR  before entering into discussions about your unpublished information with a commercial entity or its scientists or employees.

CDA guidelines and template

Option Agreement

It is generally INVO’s preference that the Invention Manager work with the founder to create an option agreement in lieu of a license for the technology at the outset. An option is fast and less expensive. In addition, it gives the founder more time to meet the conditions necessary to execute a license.

For startups in which Northwestern faculty, students or staff are considered to be founders, INVO will grant an exclusive option for 6 months at no charge to the startup, assuming there are not multiple potential licensees competing for the technology. The optionee, in this case, can extend the option for another 6 months by paying an agreed upon fee. Other conditions that may have to be met to extend the option include bona fide fundraising effort, finding an interim CEO and/or completion of a business plan.

For startups in which Northwestern faculty, students or staff are not considered to be founders, the cost for the option must be negotiated with the INVO Invention Manager.

Legal fees for patent prosecution are typically deferred during the option period. Though, licensee agrees to reimburse INVO for such legal costs upon license execution. If for some reason, extraordinary legal expenses have been accrued during patent prosecution, a reimbursement plan will be established to help the startup.

If the founder cannot meet the conditions, the technology has been tied up only for the duration of the option. The optionee has an exclusive right to license the technology as long as the agreed upon conditions are met before the license option expires.

A term sheet, which sets forth the business terms, may be attached to the option. Option agreements are available in template form for both an an option to patent rights  and an option to copyrights .

License Agreement

A license agreement is associated with an invention(s) that have been disclosed to INVO. We negotiate the terms of the license with the potential licensee, often with input from the inventors. Template license agreements for both therapeutic licenses and digital licenses can be downloaded from  the Forms section of this website .

Before execution of the License Agreement, a draft copy of the agreement is made available to the principal inventor upon request. The License Agreement will be attested by the University's General Counsel and executed by the executive director of Technology Licensing in INVO.

Inter-Institutional Agreements (IIA)

An Inter-Institutional Agreement is necessary when an invention is made jointly between researchers at Northwestern and another institution. The intent of this agreement is to coordinate the filing and prosecution of patent application(s), the marketing of the technology to potential licensees, and how the legal expenses and license revenue will be shared among the institutions that asserts the ownership rights to the joint inventions. This agreement generally assigns the patent and licensing responsibility to one institution. If a joint invention is made with a commercial entity the possibility of licensing the university's rights to the commercial joint owner shall be explored.

All joint inventions must be disclosed to INVO, even if the other institution offers to handle the invention.

Corporate Collaborative Agreements

There are a variety of corporate service agreements, including but not limited to a fee for a service provided by a company, a fee for materials received by the company for research and evaluation, and pilot projects of short duration (less than 10 weeks). These agreements generally are negotiated and executed by INVO.

INVO believes that innovation occurs at the intersection of disciplines and institutions. Collaborations with government and industry are essential ingredients to the creation of new knowledge and entrepreneurship. INVO encourages research collaborations with industry. INVO initiates interactions, nurture relationships and negotiations with industry on behalf of Northwestern's inventions and inventors.

Agreements could involve research, co-development or licensing terms. They might or might not involve financial terms. INVO's key guiding principle in negotiating agreements is to ensure that Northwestern’s teaching, research and public impact mission as well as its values and interests are maximized.

Specifically, INVO looks for assurances that:

• All reasonable efforts are made towards moving technologies to the market and making the research and innovations available to the public;
• Northwestern's academic freedom, scientific integrity, the pursuit of knowledge and open exchange of ideas and information are protected. We are particularly watchful for any restriction that could limit the right of faculty to publish or present the results of research; and
• Northwestern will be provided a fair return if the product is successful in the marketplace.

Other relevant agreements, but not executed by INVO

Individual confidentiality and consulting agreements, individual cdas, individuals cannot sign on behalf of northwestern for cdas if it relates to research conducted at northwestern., often, faculty, students, and staff are asked by a third party to sign a cda to receive information from the company. if a cda relates to projects or activities clearly outside research conducted at northwestern or northwestern responsibilities, we recommend that the investigator reviews the cda with his or her personal legal counsel. cda’s may include terms and conditions beyond confidentiality, such as ip ownership or enforcement clauses, and should prompt a consideration of whether the cda is properly between the company and you in your individual capacity or is more appropriately between the company and northwestern., individual consulting agreements.

• Faculty Individual Consulting Agreements

Please note that individuals cannot sign mutual CDAs or consulting agreements if they relate to research or activities conducted at Northwestern. The Office of General Counsel can assist in determining whether a proposed agreement is a university or individual agreement, and check for potential conflicts with university policies.

Material Transfer Agreement (MTA)

A Material Transfer Agreement (MTA) is a written contract used to govern the transfer of research material between organizations. The sharing of research products (such as compounds, software, cell lines, transgenic animals, plasmids and monoclonal antibodies, etc.) is critical to continuing progress in science, and it is the University’s intention to facilitate the exchange of material between researchers at academic institutions, government agencies and corporate entities. 

An MTA is established between a provider institution and recipient institution to document the material being transferred and terms and conditions with respect to issues such as ownership, permitted uses of the material, publication of results, development of inventions and liability. Establishing conditions prior to the transfer of material avoids issues and misunderstandings after the research has begun.  Because different collaborations require different agreements, MTAs are negotiated on a case-by-case basis.

View  MTA guidelines and forms  on the Office for Sponsored Research website.

Material Evaluation Agreements

Material Evaluation Agreements (MEA) usually come to play when companies express interest in testing or evaluating novel materials for their specific purposes. Please contact  [email protected]  to discuss the potential need for an MEA. These agreements, in addition to providing confidentiality terms, protect the novel material, define the tasks to be performed, ensure the sharing of the evaluation results with Northwestern, and render additional restrictions.

Industry Sponsored Research Agreements

The Office for Sponsored Research (OSR) is responsible for executing the Industry Sponsored Research Agreements. These agreements are forwarded to INVO by OSR when the intellectual property terms of the agreement encumber the principal investigator's (PI) prior intellectual property or unduly restrict the future intellectual property.

INVO reviews the agreements on behalf of OSR at their request to ensure protection of intellectual property rights and that there are no conflicts with any existing commitment to third parties. If the PI's earlier inventions are licensed or are otherwise obligated to some degree to a third party and the subject matter of the inventions overlap with the scope of the work anticipated under the agreement, the intellectual property terms may need to be modified to eliminate conflict among Northwestern’s obligations. INVO encourages PIs to engage in direct dialogue with our staff under those circumstances.

If an invention stems from corporate-sponsored research, the PI is responsible for disclosing the invention to INVO in compliance with Northwestern's Patent and Invention Policy. INVO will send a copy of the invention disclosure to the sponsor promptly upon receipt and follow up with patent filings, as appropriate.

Collaboration Agreements

In a Collaboration Agreement, both parties agree to contribute resources, such as materials, equipment, personnel, or specialized expertise to the project and work together to find an answer to a particular research inquiry. If collaboration is anticipated for which an agreement needs to be signed by both parties, please submit a statement of work/protocol along with the other party's contact information to  [email protected] . If you have received a Collaboration Agreement from an outside organization, please send it to  [email protected] . Once the terms of the agreement are final, INVO will sign on behalf of the University and send one fully executed agreement to the collaborator’s organization. A copy will be sent to the PI.

• For Companies

Frequently Asked Questions (FAQs)

Do i have to pay to receive services from your office.

No. Companies do not need to pay to receive services from the Corporate Engagement office at Northwestern University. If you are not sure who to contact to get started, please reach out by email at [email protected] .

Who is my Corporate Engagement contact?

Who can help me recruit students for internships or full-time employment opportunities, can corporate engagement help my company find faculty experts who might be interested in a potential research project, what other companies are involved with northwestern involving research, i want to build up my company’s brand on campus. what’s the best way to do that, who can work with me on an nda, who has the authority to approve a contract at the university, does your office process gifts and sponsored research agreements, i’ve scheduled my visit to campus with corporate engagement. where can i park, where is the corporate engagement office i don’t see it on google maps., can i facilitate payment to northwestern on behalf of my company through my corporate card, where should my company route payment via wire and check, i’d like to provide feedback about a recent collaboration with northwestern. who should i contact.

Our Mission

As the university’s Authorized Organizational Representative, the mission of Northwestern Sponsored Research is to steward, promote, and advocate Northwestern’s research enterprise by providing responsive, compliant, comprehensive administration of the University’s sponsored research and sponsored activity.

Northwestern Sponsored Research (SR) is the University’s central pre-award and non-financial post-award research administration unit. Sponsored Research is accountable to the university and external sponsors for compliance, review, advisement, negotiation, approval and authorization of all sponsored research activity. We are responsible for:

• Effective and timely handling of research proposals
• Preparation, interpretation, negotiation and execution of agreements on behalf of Northwestern University for projects funded by all sponsor types
• Drafting, negotiating, and executing awards and subawards for collaborative research
• Establishment of financial accounts for sponsored projects

With a leadership team that brings a wealth of experience to their work, SR undertakes a number of initiatives designed to improve processes and enhance research activities at Northwestern.

The Sponsored Research team is a valuable resource for investigators and research staff during each stage of the sponsored research lifecycle.

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• Purchasing & Strategic Sourcing
• Contracting Process

Contract Process

The guiding principle for contracts for the purchase of goods or services is that campus purchasers own the contracting process. This requires University employees involved in these purchases to take full responsibility for understanding Northwestern’s policies and procedures for contracting with vendors, including purchasing, payment, and vendor relations. While central offices are available to provide support, not all agreements require central office review. Engaging with central offices for contract review depends upon factors such as the amount of spend, sensitive or materially risky subject matter or terms, the use of university approved and maintained templates, and certain renewal agreements. Please review the Office of General Counsel’s “ Contract Review Process " for more information and guidance.

Additionally,  Procurement and Payment Services (PPS) and the Office of General Counsel (OGC) have created the following contracting  training materials that cover a number of topics useful to anyone on campus involved with purchasing or contracting. 

• Contracting Basics recorded video
• Contracting Basics Presentation

Process Highlights and Key Points

Prior to any purchase commitment purchasers must review the list of preferred vendors and the bid process .

• Please note that for some vendors a signed Statement of Work (SOW) may be required. The SOW is specific to the goods or services of individual purchases and does not impact the terms of the preferred vendor agreement.  
• If a non-preferred vendor is selected, then the purchaser should check with Rich Cummo in the Office of General Counsel (OGC) to determine if an existing contract is in place with the vendor. If an existing agreement is applicable it will govern the purchase ( slides  21-22).

Using university approved templates or forms that are unmodified by vendors can decrease the amount of time it takes to issue a purchase order and ensures terms that are favorable to the university as a buyer ( slide 23). Please review the Office of General Counsel’s “ Contract Review Process ” for guidance outlining which contracts require OGC review and what information OGC needs to review requests ( slides  18-19, 26-28). If the vendor returns a Northwestern approved form with modifications or insists on using a non-Northwestern form for the contract, please review the agreement and discuss with business stakeholders before reaching out to subject matter experts ( slides 26, 30-32). After the purchaser collects internal approvals and signatures , please remember to email the signed contract to Rich Cummo so it can be kept in OGC’s records. This applies to all agreements, even if OGC review was not required ( slides 37, 38). As a reminder, DocuSign is available for campus wide use.  Key contract terms,  Northwestern’s standard position on those terms, and explanations of certain terms and positions can be found on slides 50-77. Please note that purchasing units are not authorized to execute an exclusive contract with a vendor without first contacting PPS.

 Agreements

• Procurement Contracts Manager, Tracy Mrowczynski
• Office of General Counsel Contract Manager, Richard Cummo