Clauses relating to the ownership of secret know-how and intellectual property rights must be formulated very precisely by the parties to the R&D agreement. The results of joint research and development, which can be extremely valuable, need to be discussed and elaborated in depth by the parties. Ownership issues (whether the results will be in the possession of some or all participants), terms of use (free, unlimited in time or not, etc.) and other conditions must be decided by both parties. This part of the agreement is very important because many disputes arise and good cooperation could be lost due to imperfections, omissions and impressions in the clauses. Parties are advised to take into account all possible unclear situations and to ensure that clauses, in particular on the following points: c) Given that the lack of precise specifications and difficulties in accurately estimating costs (resulting in a lack of confidence in cost estimates) generally exclude the use of fixed-price contracts for R&D, the use of reimbursement contracts is generally appropriate (see subsection 16.3). The nature of development work often requires a reimbursement agreement (see 16.306(d)). Where the use of cost and performance incentives is desirable and feasible, fixed-price incentives and cost-plus-premium contracts should be taken into account in this order of preference. 35.017-1 Sponsorship agreements. a) In order to facilitate a long-term relationship between the government and an FFRDC, to define the mandate of the FFRDC and to ensure a regular reassessment of the FFRDC, a written sponsorship agreement between the government and the FFRDC is established at the time of the creation of the FFRDC. The sponsorship agreement can take different forms; it may be included in a contract between the government and the FFRDC or in any other legal instrument under which an FFRDC makes efforts, or it may be included in a separate written agreement. Regardless of its form, the sponsorship agreement must be clearly identified as such by the proponent. (b) Although the specific content of a sponsorship agreement varies depending on the situation, the agreement must contain at least the requirements of paragraph (c) of this paragraph. The requirements and content of sponsorship agreements may be specified in the policies and procedures of the sponsoring organizations.
c) At least the following requirements must be addressed either in a sponsorship agreement or in the policies and procedures of the sponsoring organizations: (1) A statement of the purpose and mission of the FFRDC. (2) Provisions relating to the termination or non-termination of the contract, the sale of assets and the settlement of liabilities. Responsibility for the capitalization of an FFRDC must be defined in such a way that ownership of the assets can be determined easily and fairly at the end of the FFRDC`s relationship with its sponsor(s). (3) A provision for the determination of retained earnings (reserves) and the preparation of a plan for their use and disposal. (4) Prohibition by the FFRDC from competing with a non-FFRDC request in response to a request from the federal authority for an offer from an FFRDC other than the operation of an FFRDC. This prohibition does not apply to parent organizations or other subsidiaries of the parent organization in their non-FFRDC operations. Requests for information, qualifications or skills may be responded to unless the Sponsor provides otherwise. (5) A delineation as to whether or not the FFRDC may accept work by persons other than the proponent(s). If non-sponsoring work can be accepted, a demarcation of the procedures to be followed, as well as any restrictions on non-sponsors whose work can be accepted (other federal agencies, state or local governments, non-profit or non-profit organizations, etc.). d) The sponsorship agreement or the policies and procedures of the sponsoring organizations may also contain other provisions, such as.B.
the identification of – (1) all cost elements that require prior agreement when using cost contracts; and (2) considerations affecting the negotiation of fees if payment of fees is deemed reasonable by the proponent(s). (e) The duration of the agreement shall not exceed 5 years, but may be extended in instalments not exceeding 5 years following periodic review. 35.017-2 Configuring or Modifying an FFRDC. In order to establish a CRDFF or to modify its fundamental objective and mission, the sponsor shall ensure that: (a) alternative sources existing to meet the needs of the Agency cannot effectively meet the specific research or development needs. (b) Notices required for publication (see 5.205 (b)) shall be affixed as required. (c) sufficient government expertise is available to adequately and objectively assess the work to be carried out by the FFRDC. d) The Executive Office of the President, Bureau of Science and Technology Policy, Washington, DC 20506, will be informed. e) Controls must be put in place to ensure that the cost of services provided to the government is reasonable. (f) The fundamental and main objective of the FFRDC are sufficiently clear to distinguish between the work that should be carried out by the FFRDC and that which should be carried out by non-FFRDC. (g) an adequate continuity of the level of support to the FFRDC is maintained, in accordance with the Agency`s CRDFF needs and the terms of the sponsorship agreement. h) The FFRDC is operated, managed or administered by an autonomous organization or as a separate business unit from a parent organization and is required to operate in the public interest without organizational conflicts of interest and to disclose its affairs (as an FFRDC) to the main sponsor.
(i) Bulk production or manufacture will not be carried out unless permitted by law. (j) Approval is obtained from the head of the sponsoring organization. 35.017-3 Use of a FFRDC. a) All work with the FFRDC must be within the scope of the objective, mission, general scope of efforts or specific competence of the FFRDC. (b) Where the use of the FFRDC by a non-sponsor is authorised by the sponsor, the sponsor shall be responsible for compliance with point (a) of this Subsection. 1. The non-sponsoring organisation shall provide the sponsoring organisation with the documentation required under point (e) of Article 17 503. (2) If a D&F is required in accordance with paragraph 17.502-2(c), the non-sponsoring organization will prepare the D&F and provide the sponsoring organization with the documentation required under paragraph 17.503(e). (3) If approved by the proponent, a federal agency may enter into a contract directly with the FFRDC, which is responsible for compliance with Part 6. 35.017-4 Review of FFRDCs.
a) The Proponent conducts a comprehensive review of the use and needs of the FFRDC prior to the renewal of the contract or agreement with an FFRDC. The review is coordinated with all co-sponsors and can be carried out in conjunction with the budget process. If the sponsor determines that their sponsorship is no longer appropriate, they must convince other organizations using the FFRDC of the provision and give them the opportunity to take over the sponsorship. b) Consent to the continuation or termination of sponsorship rests with the head of the sponsoring organization. This finding shall be based on the results of the examination carried out in accordance with point (c) of this Subsection. c) A review of the FFRDC should include: (1) A review of the specific technical needs of the proponent and the mission requirements conducted by the FFRDC to determine if and at what level they continue to exist. (2) Consideration of alternative sources to meet the needs of the proponent. 3. An assessment of the efficiency and effectiveness of the FFRDC in meeting the needs of the proponent, including the FFRDC`s ability to maintain its objectivity, independence, timeliness of intervention, timeliness in its area(s) and knowledge of its sponsor`s needs.
(4) An assessment of the adequacy of the management of the FFRDC with a view to ensuring cost-effective operation. (5) Determination that the criteria for determining the FFRDC continue to be met and that the sponsorship agreement complies with section 35.017-1. 35.017-5 Termination of an FFRDC. If the need for a sponsor for the FFRDC no longer exists, the sponsorship may be transferred to one or more government agencies if reasonably justified. If the FFRDC is not transferred to another government agency, it will be phased out. 35.017-6 Main list of FFRDCs. The National Science Foundation (NSF) maintains a main government list of FFDCs. Major sponsors provide the NSF with information on each FFRDC upon request for this information, including sponsorship agreements, mission statements, funding data, and the type of research and development conducted. .