Strategic Partners
Module 1 - Teaming to Win
Collaboration and
Teaming Considerations
for SBIR/STTR Projects
Presented By The
SBIR Resource Center(R)
John Davis, General Manager
NOTE: we are NOT attorneys and DO NOT provide legal advice
The Intelligent Choice
(C) Copyright JADE Research Corporation 2016
SBIR Teaming
Allows Collaboration Between Other
Organizations and Applicant Firm.
SALIENT CHARACTERISTICS
!
Applicant Must be the Commercializing Entity
!
Partner May Accomplish up to 33.3%
!
Applicant Firm Must Do At Least 66.7%
!
PI Must Be 51% Employed Appliant Firm
The Intelligent Choice When You're Serious About SBIR
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STTR Teaming
Requires Collaboration Between Non-Profit
Research Institution and Commercial Firm.
SALIENT CHARACTERISTICS
!
Applicant Must Be The Commercializing Entity
!
University Partner Must Accomplish 30-60%
!
Applicant Firm Must Do At Least 40%
!
IP Allocation Agreement Required
!
Principal Investigatior From RI <= Possible
The Intelligent Choice
(C) Copyright JADE Research Corporation 2016
Collaboration
Messy
Time Consuming
Expensive
Fraught With Danger
Hard to Propose Properly
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Why Collaborate?
THREE PRIMARY REASONS
1) missing a skill, tool or other necessary resource
2) convince reviewers of commercial probability
3) required by the customer
The Intelligent Choice
(C) Copyright JADE Research Corporation 2016
Team Building
General Principals for SBIR/STTR Projects
!
Every Needed Skill MUST Be Available
!
Partners May Be:
- consultants
- small or large firms
- non profit research institutions (RI)
- government entities
- foreign entities (work must be done in US)
!
Staff – PI MUST Be W-2 Employee (51%)
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Team Building - PI
PI Requirements for SBIR/STTR Projects
!
Principal Investigator Special Provisions
- 51% employee -> 21/40 or even 41/80 hours
(not legally required for STTR)
- means no full-time employment elsewhere
- reasonable time on project (no % specified)
- might be creative to meet time requirement
!
Principal Investigator Documentation
- must be employee or have commitment letter
- should have clear employment agreement
(time commitment and ownership provisions)
The Intelligent Choice
(C) Copyright JADE Research Corporation 2016
Team Building - Partners
Partners for SBIR/STTR Projects
!
SBIR
- only 1/3 of work (or $) may be outside the firm
- $ vs. labor allocations are agency dependant
!
STTR
- requires >30% participation by a non-profit RI
- requires IP allocation agreement with the RI
- allows up to 60% subcontracting
!
All Cases
- letters of commitment (proposals) required
- IP allocation agreements strongly suggested
- every needed skill on board, one way or another
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Team Building - Investors
Bringing Investors into SBIR/STTR Projects
!
FastTracks May Require Third-Party Funding
!
Required or Not, Third-Party Funding Is Important
- credibility and survivability of applicant firm
- judgement as to commercial intent & viability
- implies an ability to attract follow-on funding
!
Formal Agreements/Contracts Will Be Needed
The Intelligent Choice
(C) Copyright JADE Research Corporation 2016
Primary Agreements
!
Teaming Agreements
!
Non Disclosure Agreements (NDA)
!
Covenants Not To Compete
!
Sub Contract For Performance
!
Standard Employment Agreements
- ID any “work for hire”
- prevent crossover to consultant/sub
- manages expectations
The Intelligent Choice When You're Serious About SBIR
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Strategic Partners
Module 2 - Means of Commercialization
(This slide not in handout.)
Doing the Deals
Presented By The
SBIR Resource Center(R)
John Davis, General Manager
NOTE: we are NOT attorneys and DO NOT provide legal advice
The Intelligent Choice
(C) Copyright JADE Research Corporation 2016
Deals, Deals, Deals
!
Government
!
Strategic Partners
!
Teammates
!
Universities
!
Investors
!
Licenses / Franchises (beyond scope)
!
Etc. (beyond scope)
(Last two items not considered today.)
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Government
!
SBIR Data Rights
- never leave home without ‘em
- you will have to train the PCOs
!
“Downselects”
- mostly for R&D and other service activities
- requires early / pre-solicitation marketing
!
Training the PCO
- SBIR authorizing legislation
- SBA Policy Directive
- many SBIR solicitations
- historical proofs (FedBizOps / Fed Register)
- SBIR-SoleSourceTM / (SBIR Center)
The Intelligent Choice
(C) Copyright JADE Research Corporation 2016
Data Rights Legend
SBIR Data Rights Legend in accordance with DFARS 252.227-7018 (JUNE 1995)
Contract Number : _________________________________________________
Contractor Name: __________________________________________________
Contractor Address: ________________________________________________
Expiration of SBIR Data Rights Period: ________________________________
[Contractor enters expiration date for the SBIR data rights period (up
to 4 years later on non-DoD and 5 years later on DoD SBIR/STTR. ]
The Government's rights to use, modify, reproduce, release, perform, display, or
disclose technical data or computer software marked with this legend are
restricted during the period shown as provided in paragraph (b)(4) of the Rights
in Noncommercial Technical Data and Computer Software--Small Business
Innovative Research (SBIR) Program clause contained in the above identified
contract. No restrictions apply after the expiration date shown above. Any
reproduction of technical data, computer software, or portions thereof marked
with this legend must also reproduce the markings.
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Strategic Partners #1
!
Most Federal Follow On Will Be Through/
With Large Prime Contactors When:
1) firm sells quantities of a product / service
used in operations / operational systems
(may be a “directed” subcontractor)
2) firm becomes prime’s partner to add value
to their offering (teammate on a bid)
3) prime becomes firm’s partner to get at / sell
through your sole-source position
The Intelligent Choice
(C) Copyright JADE Research Corporation 2016
Strategic Partners #2
!
Reasons For Partnerships:
-
gain access (pathways) to markets
create credibility in a new field
expand market presence
gain access to technology
diversify offerings
offer more complete solutions
find new ways of adding value
share best practices
leverage resources
reduce risk
etc. (win a Phase II, protection . . . )
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Negotiation Flow
2nd Entity’s
Strategic
Intent
1st Entity’s
Strategic
Intent
Joint Strategic Intent
Project
Team(s)
Implementation Plans
Exit Strategy
The Intelligent Choice
(C) Copyright JADE Research Corporation 2016
Teammates
Typically Team to Pursue An Announced
Opportunity Based on Combining Strengths
!
Teaming Agreements
- sets forth responsibilities & liabilities
- based on promises of “good faith” efforts
!
Non Disclosure Agrement(s)
!
Each Does Their Own Part of Proposal
OR
Team Co-Locates To Get It Done
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Universities
!
Tech Transfer vs. Support / Work For Hire
!
Agreements Hard To Get (start early)
!
Substantial Staff Involvement Helps
!
MUST Understand The University Culture
The Intelligent Choice
(C) Copyright JADE Research Corporation 2016
University Culture
! Mission = share knowledge:
- research, discover and help others to do the same
- educate and train future researchers and workforce
! Pace = deliberate and punctuated / aligned to academic cycles
! Operating Arena = basic and applied research
! Environment = tends toward collaborative; information shared;
altruistic motives espoused
! Driving Forces = thoroughness; deep understanding; impeccable
quality; need to educate; need to publish
! Social Impact = new knowledge; betterment of mankind;
educated society
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Investors
!
Want Control / Pathway to Control
!
Want Liquidity Event in 5 - 7 years
!
Want Owner’s “Skin In The Game”
!
Want Progress Assurances
!
Negotiations Follow Set Patterns
The Intelligent Choice
(C) Copyright JADE Research Corporation 2016
Investor Agreements
! To Manage Participant’s Expectations:
- Intellectual Property Allocations
- Revenue Sharing Plans
- Sales & Use Rights
- Equity Distributions
- Etc.
! Should Be Characterized or Included
In SBIR/STTR Applications
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MARKET/TEAMING RESEARCH
!
!
!
!
!
!
!
!
!
!
!
!
Federal Register
FBO (Fed Biz Ops)
NIH Guide for Grants and Contracts
OSDBUs, SBDCs, PTACs/PTAPs, Tech Councils
Industry Associations (ADPA, NDIA, AUSA, Navy League, etc.)
Government Agency Public Affairs Offices and Web Pages
Congressional Budget Requests by the Agencies
SEC (EDGAR) and Other Securities Information Services
Patent Databases (USPTO, EURO/PAC Patents, etc.)
Relevant Scientific/Technical, Business and News Databases
(DIALOG, MEDLINE, DTIC, NTIS, NTTC, Nat. Library of Medicine,
IEEE, ASME, Chemical Abstracts, etc. -- hundreds of data bases)
Libraries - public and universities
Internet (be very careful)
The Intelligent Choice
(C) Copyright JADE Research Corporation 2016
When Doing Deals
FLEXIBILITY WILL BE REQUIRED
!
Develop common goals between organizations.
!
Create an environment that enables innovation
and communiction (make “N.I.H.” a bad thing).
!
Protect IP assets of both organizations to
preserve individual business advantages.
!
Establish procedures to manage, reduce or
eliminate conflicts of interest.
!
Work to enhance each party’s reputation & ability
to function in their respective operating areas.
The Intelligent Choice When You're Serious About SBIR
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Integrated Resource System
ENGINEERED, TESTED & PROVEN EFFECTIVE
(by thousands of users) SINCE 1993:
!
Proposal Development Tools - software based
!
Tutorial Packages - self-paced software
!
Bid Support Services - most at fixed-price
!
Training Seminars & Workshops - America’s best
!
Local Outreach Support Tools - to equip locally
sustainable, professional grade outreach programs
The Intelligent Choice
(C) Copyright JADE Research Corporation 2016
SBIR Resource Center (R)
The Intelligent Choice when you’re serious about SBIR.
SBIR Resource Center(R)
5 Linda Lane
Severna Park, MD 21146
TEL:
(410) 315-8101
FAX:
(410) 315-9560
E-mail: [email protected]
www.sbir.us
or just “SBIR.us”
Guaranteed Performance Guaranteed Satisfaction
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