Cosponsored research and development activities
FAR 27.408 allows tailored data rights clauses in cosponsored R&D contracts to balance Government needs and contractor contributions, especially when contributions are substantial and inseparable.
Overview
FAR 27.408 addresses the allocation of data rights in contracts involving cosponsored research and development (R&D) where both the Government and contractor make substantial, often inseparable, contributions. The section provides flexibility for contracting officers to negotiate less than unlimited rights to data developed under such contracts, especially when the contractor's contribution is significant (around 50% of total costs) and not easily segregable. The regulation allows for tailored clauses to reflect the unique circumstances of each cosponsored R&D effort, ensuring the Government retains necessary rights for its purposes while respecting the contractor's proprietary interests. If the contractor's contributions are readily segregable, data rights may be treated as limited rights data or restricted computer software, or negotiated otherwise if consistent with the contract's purpose.
Key Rules
- Limiting Data Rights in Cosponsored R&D
- Contracting officers may limit the Government's rights to data when contractor and Government contributions are substantial and inseparable, ensuring at least agreed-to Governmental use.
- Tailored Clauses
- No specific clause is prescribed; clauses must be tailored to the contract's circumstances, especially when contractor contributions are about 50% and not segregable.
- Segregable Contributions
- If contractor contributions are segregable, data may be treated as limited rights data or restricted software, or otherwise negotiated.
- Public Dissemination Exception
- Limiting rights is generally not appropriate if the contract's purpose is public dissemination or technology development for public use.
Responsibilities
- Contracting Officers: Assess contribution levels, negotiate and tailor appropriate data rights clauses, ensure contract specifies applicable clauses for each work element, and comply with agency supplements.
- Contractors: Clearly identify and document contributions, negotiate data rights, and comply with licensing or disclosure requirements as specified.
- Agencies: May issue supplemental regulations and oversee proper application of these provisions.
Practical Implications
- This section exists to balance Government needs and contractor proprietary interests in joint R&D.
- It impacts how data rights are negotiated and documented, especially in cost-sharing or joint development scenarios.
- Common pitfalls include failing to properly segregate contributions, not tailoring clauses, or misapplying data rights when public dissemination is intended.