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Contract Terms and Conditions

The Office of Research is responsible for the review and negotiation of contract awards for sponsored projects conducted on behalf of Drexel University. Office of Research coordinates with the Office of General Counsel (OGC) and the Office of Entrepreneurship & Technology Commercialization (OTC), as needed, in order to preserve the best interests of the institution, faculty, students, and staff.

Researchers are encouraged to discuss the proposed scope of work and general budgetary needs of a project with the sponsoring entity. However, negotiation and acceptance of the contract terms and conditions are the purview of Office of Research.

While different types of projects may require variations in contractual terms and conditions, most agreements address similar areas of concern for both Drexel and the sponsor.

Examples

The following are terms that frequently require discussion and negotiation to make the agreement

Publication

One of the primary tenets of Drexel’s mission as an educational and research institution is academic freedom, a main hallmark of which is the freedom to publish the results generated during the course of sponsored projects conducted by Drexel faculty, students and staff. Publications may appear in scientific or academic journals, textbooks, conference or poster presentations, classroom curricula, or elsewhere. While Drexel will not agree to restrictions on publishing, such as sponsor approval being needed, it is standard practice for proposed publications to be provided for sponsor review and comment thirty (30) days prior to publication. Additional time, not to exceed 60 days, may be granted to file for patent protection.

Confidentiality

Though the free exchange of relevant information is essential to conducting sponsored projects, the protection of proprietary information is important to both Drexel and its sponsors. To ensure that privacy is safeguarded, a number of provisions are needed in the agreements governing sponsored projects at Drexel.  To start, a sponsor should only share information that is necessary for Drexel to perform the agreed upon scope of work. It is also important to define what information is considered “confidential” and/or “proprietary,” as well as ensure that any such information is clearly marked or otherwise identified as confidential.

Data Ownership & Intellectual Property

Drexel University retains ownership of the data and intellectual property generated by its faculty, students and staff in the course of conducting sponsored projects on behalf of the university. However, licensing of Drexel Intellectual Property by sponsors can be established via separate agreements through negotiation with Drexel’s Office of Entrepreneurship and Technology Commercialization.

Indemnification

Indemnification is a contractual provision that requires one contracting party to respond to certain legal liabilities of the other party in the event claims, damages, or judgments result from the performance of a sponsored project or one party’s use of the other party’s data or intellectual property. Drexel seeks to be indemnified by sponsors when performing work on sponsored projects. Drexel will agree to mutual indemnification with other academic and non-profit research partners. In most cases, Drexel does not indemnify private or industry sponsors or subcontractors, unless it is for our gross negligence or intentional misconduct.

No Warranty

As an academic and research institution, Drexel does not warrant the work performed under sponsored project agreements. The following clause is written into all agreements Drexel enters in to, in order to affirm our mission and purpose for participating in the project:

Drexel makes no warranties, express or implied, as to any matter whatsoever, including, without limitation, warranties with respect to the conduct, completion, success or particular results of the sponsored research, or the condition, ownership, merchantability or fitness for a particular purpose of the sponsored research or any Drexel Intellectual Property. Drexel shall not be liable for any direct, indirect, consequential, punitive or other damages suffered by the sponsor or any other person resulting from the sponsored research or the use of any Drexel Intellectual Property product.

Examples

Examples of Drexel’s preferred language for these contractual terms and others can be found in our sample agreements. For more information or assistance with a sponsored project agreement, please contact your Office of Research Pre-Award Administrator.