It is the policy of Reclamation to enter into Cooperative Research and Development Agreements (CRADAs) with non-Federal and Federal parties as a means to facilitate the transfer of federally funded research and development for use by State and local governments, universities, and the private sector, particularly small business. The use of CRADAs is encouraged for cooperative efforts because they permit Reclamation to accept, retain, and use funds, personnel, services, and property to collaborating parties. Reclamation may permit its investigators to enter into CRADAs with collaborators who will make a significant intellectual contribution to the research project undertaken or who will contribute essential research materials or technical resources not otherwise reasonably available.
The following guiding principles should be used when establishing a CRADA:
1. The work comes within Reclamation's normal and legal authority.
2. Reclamation has some unique or special competence or facility that is not available elsewhere.
3. The work is not something that can be done, or is being done, satisfactorily by privately-owned establishments, or more appropriately by another agency.
4. The work will not deter, delay, duplicate, or preclude activities or programs authorized under appropriations made directly to Reclamation by the Congress.
5. A fair and rational method will be used in selecting CRADA partners.
6. Exclusive licenses will be provided to CRADA partners only under conditions optimally beneficial to the interests of taxpayers.
DEFINITION. A CRADA is defined as a formal written agreement between a private company and a government laboratory to work together on a project. The agreement involves no transfer of funds from the government. At the conclusion of the cooperative effort, the results may often be considered proprietary. All parties agree to keep the research results confidential to the extent permitted by the law until they are published in scientific literature or presented at a public forum. The private industry cooperator can retain patent and intellectual property rights or retain an exclusive license to a patent. Reclamation has the right to use any information, but must respect the proprietary rights of the cooperator. In addition, any other government agency may use the information emerging from a CRADA effort, but it, too, must protect the cooperator's proprietary rights.
PREPARATION. The CRADA provides a basis for the acknowledgement of mutual agreement between the cooperator and Reclamation. Listed below are standard clauses for use in a CRADA. Note that only CRADAs approved by the Office of Research and Technology Transfer should be used.
1. Definitions. Define terms used in the CRADA.
2. Statement of Work. Outlines the scope of work to be addressed through the CRADA. The Statement of Work is attached to the CRADA as Appendix A. The Statement of Work outlines Reclamation's tasks and contributions and the Cooperator's tasks and contributions.
3. Financial Obligation. Describes the term of the CRADA and financial contributions. This section should also provide instructions for submitting funds to Reclamation's Finance Office.
4. Patent Rights. Describes the disposition of intellectual property rights under the CRADA addressing reporting, collaborator employee inventions, Reclamation employee inventions, filing of patent applications, patent expenses, and exclusive licenses. Note that exclusive patent license rights should be negotiated only when this is in the best interest of the government.
5. Data and Publication. Describes data release restrictions, proprietary information protection, and terms of publication of data.
6. Termination. Provides a standard termination clause.
7. Disputes. Outlines settlement, arbitration, and continuation of work in the face of possible disputes under the CRADA.
8. Liability. Describes the government's and Collaborator's responsibilities from a liability perspective. Property, force majeure, and indemnification are addressed within this section.
9. Miscellaneous. Provides clauses for other agreement terms not covered by other sections within the CRADA including amendments, independent contractors, and use of names and endorsements.
10. Duration of Agreement and Effective Date. Provides a date past which the CRADA will not extend unless revised and provides signature blocks that form the basis of an effective date for the CRADA.
SHORT AND LONG FORM CRADA. There are two types of CRADAs. The short form CRADA is an abbreviated agreement that, when used unaltered, can be signed by the originating Office as the Reclamation signatory. The long form CRADA is the standard agreement format. The long form is subject to negotiation and may be altered with some flexibility. Only the Research Director may sign a long form CRADA as the Reclamation signatory.
Both the short and long form CRADAs are issued by the Office of Research and Technology Transfer. To ensure that the latest version of either form is being used, check with the Office of Research and Technology Transfer before initiating negotiations with a Collaborator.
COLLECTION OF CONTRIBUTED FUNDS. Article 3 of the short and long form CRADA describes how Collaborator funds should be tendered. In addition, the cover letter transmitting the Collaborator's signed copy of the CRADA should provide instructions for submitting agreed upon contributions to the Finance Office. Payment should be accompanied by the tracking number of the CRADA.
EXTENSION AND MODIFICATION OF A CRADA
It is the policy of Reclamation to provide the opportunity for an extension, modification, or renewal of original CRADAs entered into with private companies. Through an extension or modification of a CRADA, Reclamation and the Cooperator may continue or negotiate changes in the original agreement. Agreements are used in the pursuit of work carried out within the scope of Reclamation policy.
CRADA EXTENSION. Upon extension of a CRADA, all outdated clauses must be deleted and current clauses substituted. The extension should be negotiated and submitted for approval in advance of the expiration date or as soon as possible thereafter.
CRADA MODIFICATION. Upon modification of a CRADA, both parties must agree in advance to changes to the CRADA. The CRADA and its Statement of Work must be revised to reflect these changes.