University
Licenses the technology, considers an ownership interest in the industry transition partner, and administers eligible creator distributions under its policies.
Research To Operational Capability
ARL Technology. Warfighter Capability. At Scale.
A University–Industry Partnership To Bring ARL-Developed Technology Into Operational Use.
The partnership connects ARL-developed technology with an industry team responsible for product development, manufacturing, delivery, and sustainment. UT would participate as the technology licensor and an equity owner, with ownership and governance established through negotiated agreements and institutional approval.
University involvement is central to the model: a lasting stake in the transition partner, a return from successful technology deployment, and a repeatable path for future innovations. The relationship preserves ARL’s research mission, engineering capacity, and independence, with approved royalty distributions for eligible inventors and creators.
- 01
Select
Identify mature technology and an operational need.
- 02
Structure
Establish the license, university participation, and required approvals.
- 03
Develop
Build the team, fund development, and prepare for production.
- 04
Deliver
Qualify, manufacture, field, and sustain the capability.
Repeat for each additional technology, with a separate rights and approval review.
Keep Research And Production Connected.
Laboratory
Continues its research mission, with separately approved technology transfer, testing, and facility access where appropriate.
Industry Transition Partner
Builds its own development team, secures capital, and takes responsibility for product engineering, manufacturing, delivery, and lifecycle support.
Government Customer
Defines the operational need and determines the funding, qualification, and acquisition path.
The Partnership
University Participation At The Center
ARL contributes the research foundation. UT licenses the technology and would hold an ownership interest in the transition partner. A dedicated industry team carries the development, manufacturing, and delivery responsibility. The agreements define university participation, financial returns, and independent oversight.
University Ownership And Participation
Seek a university equity interest alongside the technology license. Define UT’s ownership, reporting, governance, and financial participation through approved agreements. Preserve independent decisions on licensing, laboratory access, testing, and government advisory work.
Equity authority · L01 Institutional conflicts · C06A Recurring Licensing Process
Use a common diligence and approval process for future technologies, with a separate license or schedule for each addition. Each must clear its own ownership, sponsor-rights, pricing, release, and conflict review; the relationship would not confer blanket rights to future research.
Royalties For Eligible Technology Creators
The proposed compensation route is through university-administered licensing income. Engineers who qualify as inventors or creators of the licensed IP would participate through an approved allocation for that technology.
- 01Transition partner pays UT
The license defines the applicable royalties, reporting, deductions, and government-use treatment.
- 02UT administers income
UT accounts for licensing receipts and applicable costs under its policies and the agreement.
- 03Eligible creators receive their share
UT distributes the approved creator portion using the documented allocation for that technology.
Creator distributions are a share of applicable net licensing income, not a percentage of all industry transition partner revenue. Confirm the disclosure date, eligible recipients, and whether the institutional-project exception requires a written agreement. Distribution policy · C09 Eligibility and allocation · L01
Conditions For A Compliant Arrangement
- Document eligibility. UT confirms inventors or creators, disclosure records, the applicable policy, and the allocation. Engineering participation alone does not establish royalty eligibility; any other compensation needs a separately approved basis.
- Keep royalties separate from duties. The proposed payments would recognize licensed IP, not purchase employee time, favorable evaluations, procurement influence, or privileged facility access.
- Use independent decisions. Require disinterested institutional review of license terms, university equity, access, and any affected research or testing. Identify duties that require safeguards or reassignment before proceeding.
- Obtain conflict determinations. Disclose the relevant interests to UT and resolve applicable Navy order-level requirements. Record the management measures, responsible reviewers, and changes that trigger renewed review.
- Review government-use economics. Do not assume royalties can be charged to every government sale or recovered as contract costs. Review the retained government license, the licensed rights, and applicable cost rules.
University administration does not eliminate a financial interest or guarantee clearance. University conflict review and any required contracting officer determination remain separate.
C05 · Individual conflicts · C06 · Institutional conflicts · N04 · Government advisory work · I08 · Patent royalty costs
Testing and facility access would be separately authorized on documented scope, scheduling, pricing, and property terms. Neither the license nor royalty distributions would purchase unapproved laboratory services.
Data Room
The reviewed contract, university policies, and public authorities relevant to the proposed transition relationship. The register links each document to its identified excerpts and source.
Document Register · 48 Documents
Open a document at its source, or use an excerpt reference to see the relevant language and exact location.
| Document | Excerpts |
|---|---|
| NAVSEA–UT Research ContractN00024-17-D-6421 contract book, including modifications through P00015 | N01 N02 N03 N04 N05 N06 |
| UARC Management Plan — 20262026 UARC Management Plan | U01 |
| Research Contracting Authority10 USC 3204 noncompetitive acquisition authority | U03 |
| UT Intellectual Property PolicyRegents’ Rule 90101 | L01 |
| UT Research And IP Agreement PolicyUTS 125 research and IP agreement processing | L02 |
| UT License Review ChecklistUT System License Agreement Checklist | L03 |
| UT Agreement TemplatesUT standard agreements and forms | L04 |
| Texas Employee Equity AuthorityTexas Education Code section 51.912 | L06 |
| Texas Technology Transfer AuthorityTexas technology transfer authority and UT delegation | L07 |
| UT Outside Activities PolicyUTS 180 outside activities and commitment | C04 |
| UT Research Financial Conflicts PolicyUTS 175 research financial conflicts | C05 |
| UT Institutional Conflicts PolicyUTS 189 institutional conflicts | C06 |
| UT Conflict Management ProcedureUT System Procedure for Managing Conflicts of Interest | C07 |
| UT Austin Conflict Review ProcessUT Austin COI review and outside activity process | C08 |
| UT Creator Royalty DistributionDiscovery to Impact · Submit a Disclosure · Disclosure Portal FAQs | C09 |
| UT Standards Of ConductTexas standards of conduct and UT implementation | C11 |
| UT Conflicts And Outside Activities RuleRegents Rule 30104 | C12 |
| Federal Contractor Conflicts — Current DeviationCurrent FAR Part 9 deviation text | C01 |
| DoD Contractor Conflicts DeviationDoD Class Deviation 2026 O0042 | C02 |
| Federal Contractor Conflicts — Codified RulesCodified FAR Subpart 9.5 and DFARS comparison | C03 |
| Bayh–Dole Patent OwnershipBayh Dole statutory provisions | I01 |
| Federal Patent Rights Clause37 CFR 401.14 standard patent rights clause | I02 |
| Contractor Patent RightsFAR 52.227-11 Patent Rights Ownership by the Contractor | I03 |
| Defense Technical Data Rights — CurrentDFARS 252.227-7013 technical data | I04 |
| Defense Software Rights — CurrentDFARS 252.227-7014 software and documentation | I05 |
| Defense Technical Data Rights — 20142014 DFARS 7013 | I04H |
| Defense Software Rights — 20142014 DFARS 7014 | I05H |
| Data Rights Assertion RequirementsDFARS 252.227-7017 rights assertions | I06 |
| Government March-In Rights35 USC 203 | I01B |
| U.S. Manufacturing Requirement35 USC 204 | I01C |
| Government Contract Royalty CostsFAR 31.205-37 | I08 |
| UT Sponsored Research IP ChecklistUT sponsored research IP checklist | R02 |
| UT Testing Agreement GuideUT Lab Study or Testing Agreement guide | R03 |
| Government Property Use RulesFAR 45.301 government property use and rental | R04 |
| Government Property ChargesFAR 52.245-9 Use and Charges | R05 |
| Federal Grant Equipment RulesFederal assistance property and facility cost rules | R07 |
| Prototype And Production Transactions10 USC 4021 and 4022 other transactions | A01 |
| Federal Cooperative Research Agreements15 USC 3710a CRADA authority | A02 |
| Research Other Transactions10 USC 4021 | A01B |
| Defense Export ClassificationITAR 120.3 | S01A |
| Defense Export DefinitionsITAR 120.50 | S01B |
| Commercial Export Control CoverageEAR 734.3 | S02A |
| Commercial Export DefinitionsEAR 734.13 | S02B |
| Defense Information SafeguardsDFARS 252.204-7012 covered information | S03 |
| Defense Cybersecurity CertificationDFARS 252.204-7021 CMMC requirements | S04 |
| Classified Information Security Rules32 CFR Part 117 NISPOM | S05 |
| Texas Public Records LawTexas Public Information Act | S06 |
| GAO Contractor Conflicts DecisionGAO the contractor decision | P03 |
Operative contract: key provisions6 source entries
N01Order-level conflicts reviewN00024-17-D-6421 · contract book through P00015
Section C · HQ C-2-0037 · PDF p. 18 / printed base p. 17
“NOTE: THIS CLAUSE SHALL BE INVOKED AT THE ORDER LEVEL”
Review note. The applicable development and advisory orders must be checked before treating the restrictions as applicable to a specific technology.
Open contract at cited PDF pageN02R&D and prototypes remain possibleN00024-17-D-6421 · contract book through P00015
Section C · HQ C-2-0037(j) · PDF p. 19 / printed base p. 18
“(j) Nothing in this requirement is intended to prohibit or preclude the Contractor from marketing or selling to the United States Government its product lines in existence on the effective date of this contract; nor, shall this requirement preclude the Contractor from participating in any research and development or delivering any design development model or prototype of any such equipment. Additionally, sale of catalog or standard commercial items are exempt from this requirement.”
Review note. The exception supports reviewing a continued research or prototype role. It does not settle commercial production eligibility, information release, or property use.
Open contract at cited PDF pageN03Government sales require a separate determinationN00024-17-D-6421 · contract book through P00015
Section C · HQ C-2-0037(e) · PDF pp. 18–19 / printed base pp. 17–18
“(e) The Contractor further agrees that, during the performance of this contract and for a period of three years after completion of performance of this contract, the Contractor, any affiliate of the Contractor, any subcontractor, consultant, or employee of the Contractor, any joint venture involving the Contractor, any entity into or with which it may subsequently merge or affiliate, or any other successor or assign of the Contractor, shall not furnish to the United States Government, either as a prime contractor or as a subcontractor, or as a consultant to a prime contractor or subcontractor, any system, component or services which is the subject of the work to be performed under this contract. This exclusion does not apply to any recompetition for those systems, components or services furnished pursuant to this contract. As provided in FAR 9.505-2, if the Government procures the system, component, or services on the basis of work statements growing out of the effort performed under this contract, from a source other than the contractor, subcontractor, affiliate, or assign of either, during the course of performance of this contract or before the three year period following completion of this contract has lapsed, the Contractor may, with the authorization of the cognizant Contracting Officer, participate in a subsequent procurement for the same system, component, or service. In other words, the Contractor may be authorized to compete for procurement(s) for systems, components or services subsequent to an intervening procurement.”
Review note. When invoked, the exclusion covers the subject of the work and specified related people and entities during performance and for three years afterward, subject to the clause’s exceptions. Counsel must resolve the applicable order, relationships, scope, and timing.
Open contract at cited PDF pageN04Written conflict disclosure and safeguardsN00024-17-D-6421 · contract book through P00015
Section C · HQ C-2-0037(k) · PDF p. 19 / printed base p. 18
“(k) The Contractor shall promptly notify the Contracting Officer, in writing, if it has been tasked to evaluate or advise the Government concerning its own products or activities or those of a competitor in order to ensure proper safeguards exist to guarantee objectivity and to protect the Government's interest.”
Review note. Evaluation of the industry transition partner’s products or competitors requires particular scrutiny. Paragraphs (f)–(i) separately address full written disclosure, government determinations, and remedies.
Open contract at cited PDF pageN05Property permission has a defined scopeN00024-17-D-6421 · contract book through P00015
Section C · USE OF GOVERNMENT FURNISHED PROPERTY FOR UARC CONTRACTS · PDF p. 14 / printed base p. 13
“The Applied Research Laboratories, The University of Texas at Austin (ARL:UT) may use the property accountable under this contract in the performance of other U.S. Government contracts and performance of its Independent Research and Development (IR&D) programs in accordance with the requirements of FAR 45.301 and FAR 45.303. For purposes of 52.245-9, the parties agree that such use is on a rent-free basis.”
Review note. The express rent-free permission covers other government contracts and laboratory independent R&D. Commercial use requires its own property review.
Open contract at cited PDF pageN06Data delivery does not rewrite IP rightsN00024-17-D-6421 · contract book through P00015
P00015 · Section H · PDF p. 194 / modification printed p. 5 of 7
“Nothing in this provision shall be construed to modify, expand, diminish, or otherwise alter the parties' rights and obligations under the contract with respect to data rights, technical data, computer software, or other intellectual property.”
Review note. The new repository submission requirement applies to specified completed analytical deliverables with government-purpose or unlimited rights. Ownership, data licenses, and public release remain separate questions.
Open contract at cited PDF pageInstitution and sponsor2 source entries
U01UARC industry work and sponsor oversight2026 UARC Management Plan
The current management plan provides an industry-work pathway while preserving the UARC mission, independence, and sponsor oversight. It is management policy, not a substitute for ARL’s operative contract.
Version reviewed: Signed 2026 plan at the source URL OCR quotations checked against source images
Section 6 f 6 PDF page 7 printed page 5
“While there is no prohibition against UARCs conducting work for industry, each UARC must screen and document all such proposed work to avoid the appearance of any impropriety or COI. Written notification to the primary sponsor of having received an award from …”
Review note. Industry awards require screening and documentation for impropriety or conflicts, and written sponsor notification with a COI Disclosure Statement.
Section 6 f 4 PDF page 7 printed page 5
“UARC resources and capabilities will be made available to industry on a fair and reasonable basis to satisfy Government requirements. The UARC, in coordination with its primary sponsor, will establish and maintain clear and efficient pathways for industry partners to access UARC …”
Review note. Access is on a fair and reasonable basis to satisfy Government requirements, coordinated with the primary sponsor and subject to applicable regulations.
Section 8 Primary Sponsor item 6 PDF page 11 printed page 9
“the primary sponsor will have five business days to review the notification and state any objections. If no objection is received from the primary sponsor within this period, the UARC may proceed with the work. The review shall ensure the work is …”
Review note. The plan describes a five-business-day objection period for notified awards. Counsel must reconcile it with ARL contract terms and implementation procedures; it is not general permission to use Navy property or disclose information.
U03UARC noncompetitive contracting authority10 USC 3204 noncompetitive acquisition authority
This statute explains a basis for sustaining essential nonprofit capabilities. It does not grant a private industry transition partner the same sole-source status.
Version reviewed: 2024 US Code annual edition official GovInfo PDF verify later amendments for a new award
10 USC 3204 a 3 B · PDF page 1
“to establish or maintain an essential engineering, research, or development capability to be provided by an educational or other nonprofit institution or a federally funded research and development center; or (C) to procure the services of an expert for use, in any …”
Review note. The exception concerns the capability provided by an educational or other nonprofit institution. the industry transition partner eligibility must be assessed separately.
10 USC 3204 e 1 approval of justifications · PDF page 2
“the justification is approved— (i) in the case of a contract for an amount exceeding $500,000 (but equal to or less than $10,000,000), by the competition advocate for the procuring activity (without further delegation) or by an official referred to in clause …”
Review note. Read the exception with the statutory justification and approval provisions; a UARC designation does not waive procurement rules.
University licensing6 source entries
L01UT licensing, equity, and creator-income authorityRegents’ Rule 90101
Official rule · last amended September 25, 2018 · checked October 4, 2026
§13.1 — Agreements with Business Entities
“may receive equity interests as partial or total compensation for the conveyance …”
Review note. Institutional equity is authorized but must be negotiated and approved. Creator equity is a separate question.
§8 — Works for Hire and Institutional Projects; final sentence
“The provisions of Section 11.5 shall not apply …”
Review note. Section 8 excludes its covered IP from §11.5 unless an institutional or System written agreement approves otherwise. Obtain an applicability determination before promising royalties.
Additional reading: §§11.5, 12.6, 13.2, 14.1 and 15
Section 11.5 addresses cost recovery and income allocation; §12.6 addresses sharing disputes. Sections 13.2 and 14.1 condition covered employee equity and industry transition partner roles on effective conflict management. Section 15 governs execution.
Open official ruleL02UT agreement approval and nonconforming termsUTS 125 research and IP agreement processing
UTS 125 provides the review route for research and IP agreements, including deviations from Regents policy.
Version reviewed: Official source retrieved 4 October 2026
UTS 125 section 4 3 · Sec. 4 Benefit and Fair Value Required Before Granting Appropriate Access to Board of Regents’ Rights in Intellectual Property to Third Parties
“process agreements with such deviations as non-conforming “Form G Agreements” and draft …”
Review note. A Form G letter identifies policy deviations and the benefits supporting approval. Do not treat a nonstandard deal as automatically prohibited.
UTS 125 section 6 1 · Sec. 6 Agreements Requiring Office of General Counsel Review and Approval
“OGC shall review and approve all conforming or nonconforming agreements listed above …”
Review note. The institution’s current OGC review threshold controls. Section 5 describes processing; section 6 identifies matters needing OGC review.
L03UT license agreement checklistUT System License Agreement Checklist
The OGC license checklist identifies issues counsel should cover in the actual UT–the industry transition partner license. It is guidance, not the license itself.
Version reviewed: Official source retrieved 4 October 2026
Checklist question 9 · 9. Is there anything unusual about the Board's ownership of the licensed intellectual property?
“Is there anything unusual about the Board's ownership of the licensed intellectual …”
Review note. Resolve joint ownership, prior grants, infringement concerns, and superior rights before making title representations.
Checklist question 10 following paragraph · 10. Does the transaction involve inventor or Board equity ownership or inventory business participation in the licensee?
“Please confer with the Office of General Counsel regarding procedural aspects of …”
Review note. Equity and business participation bring separate procedural and document review issues. Review the remaining checklist for scope, consideration, diligence, warranties, liability, and termination.
L04UT agreement forms required for the structureUT standard agreements and forms
The public OGC page is a forms directory. Its links identify relevant agreement categories, but authenticated template terms and signed agreements require separate review.
Version reviewed: Public directory underlying protected agreement files are not represented as reviewed
Standard Agreements and Forms Patent License section · Patent License Agreements
“Patent License Agreement”
Review note. Obtain the actual patent or technology license template; the directory label does not establish its operative terms.
Standard Agreements and Forms Contract Negotiation section
“Agreement to Negotiate a License (UTAUS)”
Review note. A negotiation or option agreement may support diligence before a final license. Research, testing, and confidentiality agreements serve different purposes.
L06Texas authority for employee equity and industry transition partner rolesTexas Education Code section 51.912
Texas Education Code 51.912 creates a specific route for qualifying IP creators to hold equity and, with approval, participate in a industry transition partner. The statute is not a general exemption from every conflict rule.
Version reviewed: Official source retrieved 4 October 2026
Education Code 51 912 a 1
“who conceives, creates, discovers, invents, or develops intellectual property, to own or to be awarded any amount of equity interest or participation in, or, if approved by the institutional governing board, to serve as a member of the board of directors or …”
Review note. The eligibility language concerns the IP creator and the industry transition partner’s relevant agreement. Governing-board approval is specified for service as director, officer, or employee; apply UT delegations and COI procedures.
Education Code 51 912 b
“must report to the appropriate person or persons at the system or institution at which the person is employed or on behalf of which the person is serving the name of such business entity in which the person has an interest or …”
Review note. Interest and service reporting is required, with institutional annual reporting under subsection c.
L07Texas technology transfer services and equity authorityTexas technology transfer authority and UT delegation
Chapter 153 authorizes commercialization and support activities through qualifying institutionally approved centers. Counsel must confirm the applicable UT center and delegated authority.
Version reviewed: Official source retrieved 4 October 2026
Education Code 153 004 a 5
“provide business, scientific, and engineering services and technical assistance to persons engaged in the development, manufacture, or marketing of technology in which it owns an interest;”
Review note. The authority concerns technology in which the institution owns an interest; the chapter also permits specified transfers and use of property and services.
Education Code 153 006 a 2 read also a 3
“accept equity interests in, convertible promissory debt instruments issued by, or a combination of equity interests in and convertible promissory debt instruments issued by organizations that license, manage, or otherwise administer rights to technology belonging to the institution or under its control …”
Review note. Equity or debt consideration can relate to technology rights and specified support. This does not override Navy ownership, funding restrictions, or institutional approval requirements.
Conflicts and employee participation11 source entries
C04UT outside activities and commitment safeguardsUTS 180 outside activities and commitment
UTS 180 requires oversight of outside work and protects the employee’s primary institutional duties.
Version reviewed: Official source retrieved 4 October 2026
UTS 180 section 6 · Sec. 6 Unmanaged Conflicts of Interest and Conflicts of Commitment Prohibited
“Activities on behalf of outside entities or individuals must not interfere with …”
Review note. Separate industry transition partner work from ARL duties and authorized time and resources.
UTS 180 section 7 · Sec. 7 Policy on Outside Activities Required
“including compensated employment and board service, that clearly delineates the nature and …”
Review note. Institutional disclosure and approval processes apply. Procurement conflicts need additional controls under section 8.
C05UT individual financial conflicts in researchUTS 175 research financial conflicts
UTS 175 allows research-derived financial interests while requiring standards for disclosure and conflict management.
Version reviewed: Official source retrieved 4 October 2026
UTS 175 section 2 2 · Sec. 2 Principles
“Development of financial interest in research-derived intellectual property is an allowable activity …”
Review note. An ownership interest is not automatically disqualifying.
UTS 175 section 2 3 · Sec. 2 Principles
“development of an approved conflict of interest management plan.”
Review note. The institutional plan must address the actual research role; sections 3 and 6 extend coverage beyond a single funding source.
C06UT institutional conflicts from equity and royaltiesUTS 189 institutional conflicts
UTS 189 addresses the university’s own financial interests separately from employee conflicts.
Version reviewed: Official source retrieved 4 October 2026
UTS 189 section 4 a · Sec. 4 ICOI Examples
“holds substantial royalty or equity interests in the entity which may be …”
Review note. Licensing economics can create an institutional conflict when affected by ongoing research or activities.
UTS 189 section 7 · Sec. 7 ICOI Reporting
“forwarded for committee review as soon as they are identified. Institutional policies …”
Review note. Use the institutional review mechanism and ongoing monitoring. A personal COI plan alone does not resolve institutional incentives.
C07UT conflict management plan approval procedureUT System Procedure for Managing Conflicts of Interest
This OGC procedure sets out employee and institutional certifications and the route for approving plans.
Version reviewed: Official source retrieved 4 October 2026
Approval Process for Plan to Manage Potential Conflicts of Interest · Procedure for Managing Conflicts of Interest
“Approval of Conflict Management Plan. Upon receipt of the employee's and institution's …”
Review note. Read the employee and institutional certification requirements preceding this step.
Submitting a Conflict of Interest Management Plan to UT System for Approval · Procedure for Managing Conflicts of Interest
“UT System approval of institutional conflict of interest management plans is rare. …”
Review note. Some high-value or significant cases still require System or Board review. Confirm the applicable threshold and delegation.
C08UT Austin conflict review and monitoringUT Austin COI review and outside activity process
UT Austin describes how its COI office reviews disclosures, prior approval requests, and proposed management measures.
Version reviewed: Official source retrieved 4 October 2026
Disclosures and Prior Approval Requests
“Ancillary reviews (such as by department chairs or supervisors, the Office of …”
Review note. Supervisors, Sponsored Projects, Discovery to Impact, and other reviewers may participate.
Managing Conflicts
“Restricting conflicted research personnel from performing certain aspects of the research to …”
Review note. Role restrictions and independent oversight may be used. The particular approved plan, not this overview, controls the arrangement.
C09UT Austin creator-income distribution and effective datesDiscovery to Impact · Submit a Disclosure · Disclosure Portal FAQs
Official guidance checked October 4, 2026
FAQ “What is the new distribution of revenue policy and when does it go into effect?” · first allocation bullet
“45% to the inventor(s)/creator(s) associated with the IP;”
Review note. For covered disclosures received from October 1, 2023, the net-income split is 45% creators, 45% university, and 10% colleges/schools. This is not the industry transition partner’s royalty rate.
FAQ “What happens to my old IP/technology?” · first sentence
“… prior to October 1, 2023, will fall under the prior distribution policy …”
Review note. Earlier disclosures use the prior 50% creator / 50% university policy. Confirm the applicable records and any exceptions, including Rule 90101 §8.
Allocation reference: FAQ “Where will distributions be made to departments?” / “How will distributions be made to departments?”
The guidance references the Inventor Distribution Allocation Plan for contribution percentages. Obtain the executed allocation; do not assume every project participant is eligible.
Open official FAQsC11UT endorsement and advertising restrictionsTexas standards of conduct and UT implementation
Regents Rule 30103 section 6 matters when the website identifies ARL or UT personnel and presents their views as support.
Version reviewed: Official source retrieved 4 October 2026
Rule 30103 section 6 Opinions for Advertising Purposes · 2. Rule and Regulation
“Every employee must protect the U. T. System and U. T. System institutions against the unauthorized use of opinions for advertising purposes.”
Review note. Avoid presenting personal discussion, advice, or an introduction as institutional endorsement without authorization.
C12UT outside activity rules and separationRegents Rule 30104
Regents Rule 30104 is the governing outside-activity rule linked by the data-room conduct rule and supplements UTS 180.
Version reviewed: Official source retrieved 4 October 2026
Rule 30104 section 4 · 2. Rule and Regulation
“Activities on behalf of outside entities or individuals must not interfere with …”
Review note. Industry transition partner activity must not interfere with university duties.
Rule 30104 section 8 · 2. Rule and Regulation
“the work is unofficial and that the name of the U. T. …”
Review note. Employees must distinguish their outside role from UT endorsement. Section 6 requires institutional disclosure and approval processes.
C01Current FAR overhaul organizational conflicts rulesCurrent FAR Part 9 deviation text
The revised Part 9 addresses contractor bias and unfair advantage. DoD’s implementing deviation is a separate source; apply the procurement’s operative rules and contract terms.
Version reviewed: RFO Part 9 official online text retrieved 4 October 2026
9 505 3 Providing evaluation services · 9.505-3 Providing evaluation services.
“Contracts for the evaluation of offers for products or services must not be awarded to a contractor that will evaluate its own offers for products or services, or those of a competitor, without proper safeguards to ensure objectivity to protect the Government's …”
Review note. ARL evaluation of the industry transition partner or its competitors needs safeguards sufficient for objectivity.
9 505 4 b · 9.505-4 Obtaining access to proprietary information.
“must agree with the other companies to protect their information from unauthorized use or disclosure for as long as it remains proprietary and refrain from using the information for any purpose other than that for which it was furnished. The contracting officer …”
Review note. Restricted competitor information cannot be used to benefit the industry transition partner. Review 9.504, 9.505–9.507 for analysis, mitigation, restrictions, and documentation.
C02DoD implementation of revised contractor qualifications rulesDoD Class Deviation 2026 O0042
Class deviation 2026 O0042 identifies the revised FAR and DFARS rules contracting officers must use. It is important to distinguish today’s award process from historical contract clauses.
Version reviewed: DARS 2026 O0042 signed 3 February 2026 effective 17 February 2026
Deviation memorandum PDF page 1
“Effective February 17, 2026, contracting officers shall use— • The revised FAR Part 9, Contractor Qualifications, published on the Revolutionary FAR Overhaul web page at https://www.acquisition.gov/far-overhaul/far-partdeviation-guide/far-overhaul-part-9 in lieu of the text codified at 48 CFR chapter 1 (https://www.ecfr.gov). • The attached DFARS …”
Review note. The memorandum directs use of revised FAR Part 9 and attached DFARS Part 209 and PGI 209.
Deviation memorandum PDF page 2
“This class deviation remains in effect until rescinded or incorporated into the FAR, DFARS, and DFARS PGI.”
Review note. Confirm continuing applicability and the particular solicitation’s terms.
C03Codified FAR organizational conflict rules for comparisonCodified FAR Subpart 9.5 and DFARS comparison
The codified Subpart 9.5 remains useful for historical-contract review and comparison. The DoD deviation directs revised rules for covered new procurement actions.
Version reviewed: Codified FAR Subpart 9 5 official page compare with current DoD deviation
FAR 9 505 a · 9.505 General rules.
“Preventing the existence of conflicting roles that might bias a contractor’s judgment; and”
Review note. Separate roles that could bias judgment. Analyze particular facts rather than presuming that a industry transition partner firewall resolves every conflict.
FAR 9 505 3 · 9.505-3 Providing evaluation services.
“Contracts for the evaluation of offers for products or services shall not be awarded to a contractor that will evaluate its own offers for products or services, or those of a competitor, without proper safeguards to ensure objectivity to protect the Government’s …”
Review note. This restriction is particularly relevant to ARL’s trusted-advisor and evaluator roles.
Patent, data, and software rights11 source entries
I01Federal patent ownership and retained Government rightsBayh Dole statutory provisions
35 USC 202 permits qualifying contractors to elect title subject to conditions and retained federal rights. Patent rights are distinct from technical-data and software licenses.
Version reviewed: 2024 US Code annual edition GovInfo PDF verify later amendments
35 USC 202 a · PDF page 1
“may, within a reasonable time after disclosure as required by paragraph (c)(1) of this section, elect to retain title to any subject invention: Provided, however, That a funding agreement may provide otherwise (i) when the contractor is not located in the United …”
Review note. The election-of-title route is subject to exceptions and funding-agreement requirements.
35 USC 202 c 4 · PDF page 1
“a nonexclusive, nontransferrable, irrevocable, paid-up license to practice or have practiced for or on behalf of the United States any subject invention throughout the world: Provided, That the funding agreement may provide for such additional rights, including the right to assign or …”
Review note. The retained license is for practicing or having practiced the subject invention for or on behalf of the United States.
35 USC 202 c 7 A · PDF page 2
“a prohibition upon the assignment of rights to a subject invention in the United States without the approval of the Federal agency, except where such assignment is made to an organization which has as one of its primary functions the management of …”
Review note. Nonprofit assignment restrictions require careful review of an exclusive license that may function as an assignment.
I02Federal standard patent clause obligations37 CFR 401.14 standard patent rights clause
37 CFR 401.14 is the standard clause framework for subject inventions. The actual funding agreement and incorporated clause version determine the operative obligations.
Version reviewed: Official source retrieved 4 October 2026
37 CFR 401 14 b · (b) Allocation of Principal Rights
“The Contractor may retain the entire right, title, and interest throughout the world to each subject invention subject to the provisions of this clause and 35 U.S.C. 203 . With respect to any subject invention in which the Contractor retains title, the …”
Review note. Retained title remains subject to Government rights and 35 USC 203.
37 CFR 401 14 k 1 · (k) Special Provisions for Contracts with Nonprofit Organizations
“Rights to a subject invention in the United States may not be assigned without the approval of the Federal agency, except where such assignment is made to an organization which has as one of its primary functions the management of inventions, provided …”
Review note. Nonprofit assignment requires agency approval except for the stated invention-management exception.
37 CFR 401 14 i · (i) Preference for United States Industry
“products embodying the subject invention or produced through the use of the subject invention will be manufactured substantially in the United States. However, in individual cases, the requirement for such an agreement may be waived by the Federal agency upon a showing …”
Review note. Exclusive US rights involve substantial US-manufacturing requirements unless waived.
I03FAR patent rights clause in the NAVSEA contractFAR 52.227-11 Patent Rights Ownership by the Contractor
FAR 52.227-11 allocates patent title and Government license rights. Review the incorporated version and any alternate in the NAVSEA contract.
Version reviewed: Official acquisition clause text compare clause date and alternates with signed contract
52 227 11 d 2 · 52.227-11 Patent Rights-Ownership by the Contractor.
“If the Contractor retains ownership of any subject invention , the Government shall have a nonexclusive, nontransferable, irrevocable, paid-up license to practice, or have practiced for or on its behalf, the subject invention throughout the world.”
Review note. The Government receives a nonexclusive, nontransferable, irrevocable, paid-up practice license worldwide.
FAR 52.227-11(i)(1) nonprofit restrictions · 52.227-11 Patent Rights-Ownership by the Contractor.
“Not assign rights to a subject invention in the United States without the written approval of the agency, except where an assignment is made to an organization that has as one of its primary functions the management of inventions, provided , that …”
Review note. Nonprofit assignment restrictions can affect the form of commercialization transaction.
I04Current DFARS technical data rightsDFARS 252.227-7013 technical data
DFARS 252.227-7013 allocates licenses in noncommercial technical data. Funding and the type of data determine rights; title to a physical item or patent is a separate issue.
Version reviewed: Current official clause August 2025 compare with February 2014 incorporated clause
252.227-7013(c)(1)(i) · 252.227-7013 Rights in Technical Data—Other Than Commercial Products and Commercial Services.
“Data pertaining to an item, component, or process which has been or will be developed exclusively with Government funds;”
Review note. Specified Government-funded development can carry unlimited rights; other paragraph b categories can also do so.
252.227-7013(c)(2)(i)(A) · 252.227-7013 Rights in Technical Data—Other Than Commercial Products and Commercial Services.
“That pertain to items, components, or processes developed with mixed funding except when the Government is entitled to unlimited rights in such data as provided in paragraphs (c)(1)(ii) and (c)(1)(iv) through (c)(1)(ix) of this clause; or”
Review note. Mixed-funded development generally leads to government purpose rights subject to the clause’s conditions and timing.
252.227-7013(c)(3)(i)(A) · 252.227-7013 Rights in Technical Data—Other Than Commercial Products and Commercial Services.
“Pertaining to items, components, or processes developed exclusively at private expense and marked with the limited rights legend prescribed in paragraph (g) of this clause; or”
Review note. Private-expense development can support limited rights, subject to the exceptions, assertion procedures, and markings.
I05Current DFARS computer software rightsDFARS 252.227-7014 software and documentation
DFARS 252.227-7014 addresses software and software documentation separately from hardware technical data. Different categories and development-cost records apply.
Version reviewed: Current official clause August 2025 compare with February 2014 incorporated clause
252 227 7014 c 1 i · 252.227-7014 Rights in Other Than Commercial Computer Software and Other Than Commercial Computer Software Documentation.
“Computer software developed exclusively with Government funds;”
Review note. The clause identifies unlimited-rights software categories.
252 227 7014 c 2 i · 252.227-7014 Rights in Other Than Commercial Computer Software and Other Than Commercial Computer Software Documentation.
“government purpose rights in computer software development with mixed funding.”
Review note. Government-purpose rights and their period must be traced to the applicable version and delivery.
252 227 7014 c 3 i · 252.227-7014 Rights in Other Than Commercial Computer Software and Other Than Commercial Computer Software Documentation.
“The Government shall have restricted rights in other than commercial computer software required to be delivered or otherwise provided to the Government under this contract that were developed exclusively at private expense.”
Review note. Restricted rights require the relevant development basis, assertions, and authorized markings.
I04HHistorical DFARS technical data clause2014 DFARS 7013
This 2014 CFR snapshot supports comparison with the February 2014 clause incorporated in the supplied NAVSEA contract. The signed clause and modifications remain controlling.
Version reviewed: 2014 CFR title 48 volume 3 252 227 7013 February 2014 text
252 227 7013 b 1 i PDF page 2 printed page 488
“Data pertaining to an item, component, or process which has been or will be developed exclusively with Government funds; (ii) Studies, analyses, test data, or similar data produced for this contract, when the study, analysis, test, or similar work was specified as …”
Review note. Read the remaining unlimited-rights categories, including specified studies, analyses, test data, and form-fit-function data.
252 227 7013 b 2 i PDF page 3 printed page 489
“The Government shall have government purpose rights for a five-year period, or such other period as may be negotiated, in technical data— (A) That pertain to items, components, or processes developed with mixed funding except when the Government is entitled to unlimited …”
Review note. Government-purpose rights depend on the historical clause and development basis.
252 227 7013 b 3 i PDF page 3 printed page 489
“the Government shall have limited rights in technical data— (A) Pertaining to items, components, or processes developed exclusively at private expense and marked with the limited rights legend prescribed in paragraph (f) of this clause; or (B) Created exclusively at private expense …”
Review note. Limited rights are subject to exceptions and marking requirements, not a general guarantee of exclusivity.
I05HHistorical DFARS software clause2014 DFARS 7014
This 2014 CFR snapshot supports comparison with the February 2014 software clause incorporated in the supplied NAVSEA contract.
Version reviewed: 2014 CFR title 48 volume 3 252 227 7014 February 2014 text
252 227 7014 b 1 i PDF page 3 printed page 495
“Computer software developed exclusively with Government funds; (ii) Computer software documentation required to be delivered under this contract; (iii) Corrections or changes to computer software or computer software documentation furnished to the Contractor by the Government; (iv) Computer software or computer software …”
Review note. This historical version places the license categories in paragraph b, unlike the current text’s paragraph c.
252 227 7014 b 2 i PDF page 3 printed page 495
“government purpose rights in computer software development with mixed funding. (ii) Government purpose rights shall remain in effect for a period of five years unless a different period has been negotiated. Upon expiration of the five-year or other negotiated period, the Government …”
Review note. Trace the applicable Government-purpose period and license rights.
252 227 7014 b 3 i PDF page 4 printed page 496
“The Government shall have restricted rights in noncommercial computer software required to be delivered or otherwise provided to the Government under this contract that were developed exclusively at private expense. (ii) The Contractor, its subcontractors, or suppliers are not required to provide …”
Review note. Restricted rights depend on development at private expense and clause-compliant assertions and markings.
I06DFARS restriction identification and assertion scheduleDFARS 252.227-7017 rights assertions
The restrictions schedule is central evidence for counsel’s asset review. The current solicitation provision is a reference; locate the actual signed assertions attachment and incorporated version.
Version reviewed: Current provision January 2025 compare with contract-era provision
252 227 7017 b · 252.227-7017 Identification and Assertion of Use, Release, or Disclosure Restrictions.
“The identification and assertion requirements in this provision apply only to technical data, including computer software documentation, or computer software to be delivered with other than unlimited rights. For contracts to be awarded under the Small Business Innovation Research (SBIR) Program or …”
Review note. The requirements concern data and software delivered with other than unlimited rights, subject to the stated exceptions.
252 227 7017 f · 252.227-7017 Identification and Assertion of Use, Release, or Disclosure Restrictions.
“shall be listed in an attachment to that contract. Upon request by the Contracting Officer, the Offeror shall provide sufficient information to enable the Contracting Officer to evaluate any listed assertion.”
Review note. The submitted assertions become a contract attachment, with supporting information available for Government evaluation.
I01BFederal march in rights35 USC 203
35 USC 203 establishes conditional march-in authority for subject inventions, with procedures and enumerated statutory grounds. It is not an automatic prohibition on an exclusive license.
Version reviewed: 2024 annual US Code official GovInfo PDF verify later amendments
35 USC 203 a · PDF page 1
“require the contractor, an assignee or exclusive licensee of a subject invention to grant a nonexclusive, partially exclusive, or exclusive license in any field of use to a responsible applicant or applicants, upon terms that are reasonable under the circumstances, and if …”
Review note. Assess practical application, health or safety needs, public-use requirements, and US-manufacturing compliance under the complete statute.
I01CFederal US manufacturing preference35 USC 204
35 USC 204 limits certain exclusive rights to use or sell a subject invention in the United States, subject to agency waiver.
Version reviewed: 2024 annual US Code official GovInfo PDF verify later amendments
35 USC 204 · PDF page 1
“manufactured substantially in the United States. However, in individual cases, the requirement for such an agreement may be waived by the Federal agency under whose funding agreement the invention was made upon a showing by the small business firm, nonprofit organization, or …”
Review note. The requirement applies to the specified exclusive rights and products, not every activity of a federally connected industry transition partner.
I08Patent royalties in government contract costsFAR 31.205-37
Current Acquisition.gov text checked October 4, 2026 · verify the applicable award rules
FAR 31.205-37(a), opening language and (a)(1)
“Royalties on a patent or amortization of the cost of purchasing a patent or patent rights necessary for the proper performance of the contract and applicable to contract products or processes are allowable unless-
(1) The Government has a license or the right to a free use of the patent;”
Review note. Where this cost principle applies, a patent royalty is not allowable when the government has the specified license or free-use right. This is a cost-allowability rule, not a blanket ban on every licensing payment or every fixed-price sale.
Also read FAR 31.205-37(b)
Less-than-arm’s-length arrangements require particular attention to reasonableness. Counsel should distinguish patent royalties, other licensed rights, and the government’s retained rights when defining the royalty base.
Open official cost principleResearch, testing, and property5 source entries
R02UT sponsored research intellectual property checklistUT sponsored research IP checklist
This checklist informs negotiations for ARL work funded by the industry transition partner. It must be read with the current Regents rule and the actual scope of work.
Version reviewed: Official source retrieved 4 October 2026
Checklist question 2 following paragraph · 2. Regarding new inventions, does the clause grant Sponsor:
“An outright license grant is not appropriate for a research agreement.”
Review note. The checklist favors a negotiated option approach. Do not treat this older guidance as overriding Rule 90101 section 12.1’s expressly permitted private-research arrangements.
Checklist question 4 · 4. Does the clause require Sponsor to pay patent costs in order to exercise its option to negotiate a license?
“require Sponsor to pay patent costs in order to exercise its option …”
Review note. Budget patent costs and define ownership, options, negotiation periods, publication, and background rights in the agreement.
R03UT distinction between testing and researchUT Lab Study or Testing Agreement guide
The classification depends on the protocol and scientific discretion, not what the parties call the agreement. Continued engineering may differ from routine testing.
Version reviewed: Official source retrieved 4 October 2026
Option 1 Classification
“This is a Testing Agreement. Sponsor writes protocol, and there is no …”
Review note. The sponsor writes the protocol and the investigator has no leeway to interject ideas.
Question 2 third option · 2. How detailed are protocol procedures and requirements?
“The protocol only specifies broad requirements and leaves considerable room for the …”
Review note. A discretionary or inventive scope can require a lab-study or research arrangement and UT ownership analysis.
R04Government property commercial use approvalFAR 45.301 government property use and rental
FAR 45.301 addresses Government property, not every facility located at ARL. First establish ownership and funding conditions for each item.
Version reviewed: Official source retrieved 4 October 2026
FAR 45 301 f · 45.301 Use and rental.
“In exchange for consideration as determined by the cognizant contracting officer , the contractor may use Government property for commercial use. Prior approval of the Head of the Contracting Activity is required where non-Government use is expected to exceed 25 percent of …”
Review note. Commercial use can require consideration determined by the contracting officer and Head of Contracting Activity approval at the specified usage threshold.
FAR 45 301 c 2 · 45.301 Use and rental.
“The property will not be used for the direct benefit of a profit-making organization; and”
Review note. The nonprofit rent-free route has a direct-profit-benefit restriction; assess commercial use separately.
R05Contract clause for Government property use and chargesFAR 52.245-9 Use and Charges
FAR 52.245-9 permits certain rental use when authorized. Government priority, rental charges, and revocation affect the reliability and economics of the proposed access.
Version reviewed: Official source retrieved 4 October 2026
52 245 9 c · 52.245-9 Use and Charges.
“If granted written permission by the Contracting Officer , or if it is specifically provided for in the Schedule, the Contractor may use the Government property (except material) for a rental fee for work other than that provided in paragraph (b) of …”
Review note. Written permission or Schedule authorization is necessary for the rental route.
52 245 9 g · 52.245-9 Use and Charges.
“the Government may revoke nongovernmental use authorization and require the Contractor, at the Contractor’s expense, to return the property to the Government, restore the property to its prerental condition (less normal wear and tear), or both.”
Review note. The agreement must address interruption and revocation. Rental payments do not retroactively approve unauthorized use.
R07Federally assisted equipment and property conditionsFederal assistance property and facility cost rules
2 CFR Part 200 applies to covered federal financial assistance, not automatically to a FAR procurement contract. It matters if relevant facilities or equipment were grant-funded.
Version reviewed: Official source retrieved 4 October 2026
2 CFR 200 313 c 3 · § 200.313 Equipment.
“must not use equipment acquired with the Federal award to provide services for a fee that is less than a private company would charge for similar services unless specifically authorized by Federal statute. This restriction is effective as long as the Federal …”
Review note. Competitive fee-for-service use below market rates is restricted by this equipment provision.
2 CFR 200 316 Property trust relationship · § 200.316 Property trust relationship.
“held in trust by the recipient or subrecipient as trustee for the beneficiaries of the project or program under which the property was acquired or improved. The Federal agency or pass-through entity may require the recipient or subrecipient to record liens or …”
Review note. The applicable award conditions may limit disposition or encumbrance.
Acquisition authorities3 source entries
A01Defense prototype other transaction authority10 USC 4021 and 4022 other transactions
10 USC 4022 is a potential procurement instrument for an eligible prototype, not authority to transfer UT IP or use Navy property. Separate statutory conditions apply.
Version reviewed: 2024 annual US Code PDF confirm subsequent amendments and award-specific rules
10 USC 4022 a 1 PDF page 1 printed page 2624
“carry out prototype projects that are directly relevant to enhancing the mission effectiveness of personnel of the Department of Defense or improving platforms, systems, components, or materials proposed to be acquired or developed by the Department of Defense, or to improvement of …”
Review note. Identify the appropriate official, project eligibility, and transaction conditions.
10 USC 4022 f 1 PDF page 3 printed page 2626
“A transaction entered into under this section for a prototype project may provide for the award of a follow-on production contract or transaction to the participants in the transaction. A transaction includes all individual prototype subprojects awarded under the transaction to a …”
Review note. A follow-on route is conditional; it is not an automatic sole-source entitlement for the industry transition partner.
A02Federal laboratory CRADA authority15 USC 3710a CRADA authority
15 USC 3710a concerns qualifying federal laboratories. Do not assume ARL’s university UARC status alone makes it a laboratory eligible to sign a CRADA under this authority.
Version reviewed: 2024 annual US Code official PDF verify amendments for any new transaction
15 USC 3710a a · PDF page 1
“Each Federal agency may permit the director of any of its Government-operated Federal laboratories, and, to the extent provided in an agency-approved joint work statement or, if permitted by the agency, in an agency-approved annual strategic plan, the director of any of …”
Review note. Determine whether the intended federal laboratory and its director have the authority for the proposed agreement.
15 USC 3710a b 2 · PDF page 2
“nonexclusive, nontransferable, irrevocable, paid-up license to practice the invention or have the invention practiced throughout the world by or on behalf of the Government for research or other Government purposes. (3) Under an agreement entered into pursuant to subsection (a)(1), a laboratory …”
Review note. The statutory reservation concerns inventions under the agreement and must be reflected in negotiated terms.
A01BDefense research other transaction authority10 USC 4021
10 USC 4021 authorizes specified research transactions. A prototype under section 4022 and UT’s commercialization approvals are distinct matters.
Version reviewed: 2024 annual US Code official GovInfo PDF verify later amendments
10 USC 4021 a · PDF page 1
“enter into transactions (other than contracts, cooperative agreements, and grants) under the authority of this subsection in carrying out basic, applied, and advanced research projects. The authority under this subsection is in addition to the authority provided in section 4001 of this …”
Review note. Negotiated patent and data provisions, project conditions, and appropriate statutory use must be assessed for the actual transaction.
Information and security8 source entries
S01AITAR defense article and service designationITAR 120.3
Export jurisdiction must be determined for the technology and services before granting access or distributing technical materials.
Version reviewed: Official source retrieved 4 October 2026
22 CFR 120 3 a 1 · § 120.3 Policy on designating or determining defense articles and services on the U.S. Munitions List.
“Meets the criteria of a defense article or defense service on the U.S. Munitions List (USML) ( part 121 of this subchapter ); or”
Review note. Apply the designation criteria and definitions to each asset; a defense-related purpose alone is not a complete classification.
22 CFR 120.3(c)(2) · § 120.3 Policy on designating or determining defense articles and services on the U.S. Munitions List.
“Meets one of the criteria of § 120.41(b) when the article is used in or with a defense article and specially designed is used as a control criteria.”
Review note. Subsection (c) lists cases in which an article or service is not a defense article or service. This exception requires the specified section 120.41(b) criteria; it is not a broad civilian-use exemption.
S01BITAR export and foreign person releaseITAR 120.50
The export definition includes specified technical-data releases to foreign persons, even inside the United States.
Version reviewed: Official source retrieved 4 October 2026
22 CFR 120 50 a 2 · § 120.50 Export.
“Releasing or otherwise transferring technical data to a foreign person in the United States (a deemed export);”
Review note. A private website, data room, or discussion can implicate export rules depending on the information and recipients.
22 CFR 120 50 a 3 · § 120.50 Export.
“Performing a defense service on behalf of, or for the benefit of, a foreign person, whether in the United States or abroad; or”
Review note. Services and assistance require separate assessment, not merely a file-classification check.
S02AEAR scope and published information exclusionsEAR 734.3
EAR jurisdiction and exclusions depend on the item and information. Research-origin labels do not establish that all content is publicly releasable.
Version reviewed: Official source retrieved 4 October 2026
15 CFR 734 3 a 1 · § 734.3 Items subject to the EAR.
“items in the United States, including in a U.S. Foreign Trade Zone or moving intransit through the United States from one foreign country to another;”
Review note. Determine whether the specific item or technology is subject to the EAR and which classification applies.
15 CFR 734 3 b 3 i · § 734.3 Items subject to the EAR.
“Are published, as described in § 734.7;”
Review note. Review the conditions and referenced sections for published information and fundamental research; do not assume restricted sponsor data is excluded.
S02BEAR export and deemed export definitionEAR 734.13
EAR exports include specified releases of controlled technology or source code to foreign persons in the United States.
Version reviewed: Official source retrieved 4 October 2026
15 CFR 734 13 a 2 · § 734.13 Export.
“Releasing or otherwise transferring “technology” or source code (but not object code) to a foreign person in the United States (a “deemed export”);”
Review note. Recipient access to technology or source code can create a deemed export.
15 CFR 734 13 b · § 734.13 Export.
“Any release in the United States of “technology” or source code to a foreign person is a deemed export to the foreign person's most recent country of citizenship or permanent residency.”
Review note. Read the destination rule with relevant citizenship or residency and licensing exceptions.
S03Defense information safeguarding contract clauseDFARS 252.204-7012 covered information
DFARS 252.204-7012 can impose safeguards, incident reporting, and subcontract requirements when incorporated and applicable. It does not classify every business document as covered defense information.
Version reviewed: Current clause May 2024 compare with operative contract and amendments
252 204 7012 b 2 i · 252.204-7012 Safeguarding Covered Defense Information and Cyber Incident Reporting.
“the covered contractor information system shall be subject to the security requirements in National Institute of Standards and Technology (NIST) Special Publication (SP) 800-171, “Protecting Controlled Unclassified Information in Nonfederal Information Systems and Organizations” (available via the internet at https://csrc.nist.gov/publications/sp800) in effect …”
Review note. Determine covered information and systems and the operative NIST requirements.
252 204 7012 m 1 · 252.204-7012 Safeguarding Covered Defense Information and Cyber Incident Reporting.
“Include this clause, including this paragraph (m), in subcontracts, or similar contractual instruments, for operationally critical support, or for which subcontract performance will involve covered defense information, including subcontracts for commercial products or commercial services, without alteration, except to identify the parties. …”
Review note. Specified covered subcontracts require flowdown; a the industry transition partner–ARL services agreement needs scope-specific analysis.
S04CMMC contract requirements for the industry transition partnerDFARS 252.204-7021 CMMC requirements
CMMC requirements depend on the solicitation, contract, information, level, and implementation rules. An ordinary industry transition partner website does not establish contract compliance.
Version reviewed: Current clause November 2025 prospective requirements not automatically incorporated in the 2017 contract
252 204 7021 d 2 · 252.204-7021 Contractor Compliance With the Cybersecurity Maturity Model Certification Level Requirements.
“Only process, store, or transmit FCI or CUI on contractor information systems that have a CMMC status at the CMMC level requiredin paragraph (d)(1) of this clause, or higher;”
Review note. Read the full performance requirements and the specified assessment level in the actual solicitation or contract.
252 204 7021 f 1 · 252.204-7021 Contractor Compliance With the Cybersecurity Maturity Model Certification Level Requirements.
“Insert the substance of this clause, including this paragraph ( f) and excluding paragraph (e)(1), in subcontracts and other contractual instruments, including those for the acquisition of commercial products and commercial services, excluding commercially available off-the-shelf items , if the subcontract or …”
Review note. Covered subcontracts require the substance of the clause, subject to the stated scope and exclusions.
S05Classified information access under NISPOM32 CFR Part 117 NISPOM
NISPOM governs covered classified-contract activities. A UT affiliation or NDA does not itself provide the industry transition partner facility eligibility, personnel eligibility, or need-to-know.
Version reviewed: Official source retrieved 4 October 2026
32 CFR 117.3 definition of Authorized person · § 117.3 Acronyms and Definitions.
“Authorized person means a person who has a favorable determination of eligibility for access to classified information, has signed an approved nondisclosure agreement, and has a need-to-know.”
Review note. Apply personnel eligibility and need-to-know requirements to the actual information and contract.
32 CFR 117 16 a 1 ii visits and meetings · § 117.16 Visits and meetings.
“Will establish procedures to ensure positive identification of visitors, appropriate PCL, and need-to-know prior to the disclosure of any classified information.”
Review note. Obtain the contracting agency’s security specifications and release approvals before disclosing classified material.
S06Texas public information and research confidentialityTexas Public Information Act
Confidentiality promises must account for Texas public-information law and applicable research protections. Executed agreements and confidential technical information require separate analyses.
Version reviewed: Official source retrieved 4 October 2026
Government Code 552 110 b read also c
“information is excepted from the requirements of Section 552.021 if it is demonstrated based on specific factual evidence that the information is a trade secret.”
Review note. Identify a specific exception and its evidentiary requirements; do not promise that all business terms remain confidential.
Government Code 552 101
“information considered to be confidential by law, either constitutional, statutory, or by judicial decision.”
Review note. Read with Education Code 51.914, including its protection for qualifying research information and its limits for executed transactions.
Conflict precedent1 source entries
P03GAO impaired objectivity precedentGAO the contractor decision
The GAO decision illustrates an impaired-objectivity conflict and limits of a personnel firewall. It is fact-specific procurement precedent, not a ruling on ARL or the industry transition partner.
Version reviewed: GAO decision 30 December 2008 public redacted PDF
the contractor B 299522 5 and B 299522 6 PDF page 7 printed page 7
“a firewall appears to be of little, if any, help in resolving the OCI here. In this regard, the proposed firewall provides for SRA to manage the two contracts using “separate organizations with separate interests” and “distinct business objectives.” SRA Mitigation Plan …”
Review note. A separate team may not cure the entity’s economic incentive when evaluating work tied to itself.
Transaction Documents To Obtain Or Prepare
The agreements and approval records that establish the partnership, define responsibilities, and support each technology transition.
Operative Sponsor Contract, Charter, And Implementation Directions
Status: Obtain or confirm current versions
Responsible reviewers: Laboratory contracts office and sponsor
Contents: Current primary contract and amendments, charter, management-plan implementation, and notification procedures.
Technology-specific Development And Advisory Task Orders
Status: Obtain signed records
Responsible reviewers: Laboratory contracts office and sponsor
Contents: Executed orders, amendments, statements of work, deliverables, funding, and invoked conflict clauses.
IP Title And Government-rights Package
Status: Obtain and verify
Responsible reviewers: UT licensing office and laboratory records custodians
Contents: Disclosures, assignments, title elections, patent records, funding history, assertions, markings, delivered material, and third-party agreements.
Technology License Or Option Agreement
Status: Draft and negotiate
Responsible reviewers: UT licensing office and counsel
Contents: Rights, field, milestones, improvements, reporting, royalties, permitted transfers, and government-use treatment.
University Ownership And Governance Agreements
Status: Draft if ownership is agreed
Responsible reviewers: UT licensing office and counsel
Contents: Equity terms, valuation, authorized approval, ownership documents, governance, dilution, reporting, and institutional conflict controls.
Creator Eligibility Determination And Allocation Plan
Status: Obtain or prepare for approval
Responsible reviewers: UT licensing office and counsel
Contents: Eligible inventors/creators, disclosure date, applicable distribution policy, documented allocation, and dispute procedure.
Institutional-project Royalty Authorization
Status: Obtain if applicable
Responsible reviewers: UT or System authorized officials and counsel
Contents: Rule 90101 §8 applicability and any written agreement needed to authorize creator-income sharing.
Individual Conflict And Outside-activity Records
Status: Obtain required determinations
Responsible reviewers: UT conflict office and authorized supervisors
Contents: Disclosures, permitted roles, management plans where required, monitoring, and renewal triggers.
Institutional Conflict Determination
Status: Obtain required determination
Responsible reviewers: UT institutional conflict reviewers
Contents: University ownership and licensing interests, independent decisions, safeguards, and monitoring.
Sponsor And Contracting Officer Decisions
Status: Obtain scope-specific decisions
Responsible reviewers: Sponsor and authorized contracting officer
Contents: Required conflict determinations, notices, mitigation or restrictions, information release, and applicable procurement decisions.
Testing, Facility, And Equipment-use Agreements
Status: Draft where access is requested
Responsible reviewers: UT contracts, laboratory leadership, and property officials
Contents: Scope, scheduling, pricing, liability, insurance, property accountability, commercial-use permission, and test-data rights.
Confidentiality, Data Transfer, And Release Records
Status: Obtain or execute before sharing
Responsible reviewers: UT counsel, export/security reviewers, and applicable sponsor officials
Contents: NDAs, releasability determinations, third-party permissions, export classification, safeguarding, and access authorizations.
Government Sales And Royalty-treatment Assessment
Status: Prepare for the intended awards
Responsible reviewers: Acquisition counsel and relevant contracting officials
Contents: Separate acquisition authority and eligibility, government patent/data licenses, royalty base, exclusions, and applicable cost treatment.
Executed Approval And Compliance Record
Status: Maintain as decisions are made
Responsible reviewers: Authorized institutional and sponsor reviewers
Contents: Signed evidence, scope, conditions, responsible parties, expiry, reporting, and changes requiring renewed review.
A Repeatable Transition Process.
Each transition should produce a rights package, a technology-specific license, a creator royalty allocation, an industry transition partner execution plan, and the required written approvals.
- 01
Select A Technology With An Operational Use
Identify late-stage R&D with a defined user need and enough technical evidence to justify a transition effort. Record what has been demonstrated, what remains unproven, and the work required before fielding.
Output: A scoped technology and readiness assessment.
- 02
Confirm The Rights And The Eligible Creators
Map the patents, software, data, know-how, funding, and third-party restrictions. Establish what UT can license, who qualifies for creator royalty sharing, and which policy and written approvals govern that technology.
Output: A rights schedule and documented eligibility determination.
- 03
Negotiate The License And University Participation
Set the field, permitted uses, deliverables, milestones, royalty base, and government-use treatment. Negotiate university equity separately from creator distributions and document the allocation of licensing income.
Output: A draft license, equity terms, and creator-income schedule.
- 04
Resolve Conflicts And Laboratory Access
Review individual interests, the university’s ownership position, and the laboratory’s sponsor obligations. Establish any approved testing or facility arrangement, including charges and property permissions, without relying on unapproved employee work.
Output: Written conflict determinations and scope-specific access terms.
- 05
Fund Development And Production
Build the industry transition partner’s engineering team and a costed plan for manufacturing, quality, qualification, delivery, and sustainment. Complete the approvals and agreements needed before transfer, access, or restricted sales.
Output: An executable industry transition partner plan and completed approval record.
- 06
Execute And Repeat With The Next Technology
Report licensed sales and pay the agreed amounts to UT. Track deliveries, support, compliance, and creator distributions. Use the established process for subsequent technologies, with fresh rights and conflict review for every addition.
Output: A documented transition and a repeatable review process.