University Contracting - University of Arizona

The University of
Contracting & Research Services
Contracting & Research
Contracting & Research Services (CRS) is the unit that negotiates contracts and
grants on behalf of the University. CRS works with Sponsored Projects Services but is
separate from them. CRS ensures the University does not commit itself or its
employees to terms and conditions which are outside of State and/or Federal law
and the policy of the Arizona Board of Regents.
CONTRACT – Utilized for the acquisition of
property/services/information. Establishes the rules
for a relationship between the University and
another party – how it is structured, how it is
implemented, and how it is evaluated.
GRANT – Utilized to transfer money, property, things
of value from a sponsor (usually the federal
government) to a recipient usually to accomplish a
public purpose. Recipient works independently and
reports results to the sponsor at the end of the
project. Little input from sponsor.
Types of Agreements
Industry Contracts
Collaborative Agreements
Clinical Trial Contracts
Material Transfer Agreements
Confidentiality / Non-Disclosure Agreements
Sales and Service Contracts
Memoranda of Understanding
Interagency Agreements
Teaming Agreements
Incoming and Outgoing SubAwards
Who can sign?
Only University Signatories, approved by the
University of Arizona President’s Office, are
authorized to bind the University.
The University of Arizona has two signatories, Lewis
Barbieri, Director of Contracting & Research Services,
and Gary Esham, Director of Research Operations.
Inherent Conflict
Companies want:
 To protect proprietary rights
and information
 To maximize economic gain
 Rights in data or results
Universities want:
 To broadly disseminate
scientific knowledge
 To openly collaborate with
other scientists
 Maintain obligations to
research funding sources
Discussion Points
In general, across
all agreement
types, there are
several areas
where sticking
points can
happen. Some of
these points are:
Intellectual Property
Data Ownership
Indemnification: The UA cannot warrant,
indemnify or hold harmless per Arizona Law
(A.R.S. §35-154). The UA requires that
Sponsor’s provide some level of
Intellectual Property: UA may not allow
industry partner to own inventions that are
anticipated by Investigator’s scope of work or
which necessarily use or incorporate
Investigator’s ideas or know-how.
Data Ownership: UA retains ownership of all
original/raw data. Industry partner may own
the deliverable or report.
Publication: UA will acknowledge an industry
partner’s financial or material contribution;
however, UA must be able to freely
disseminate/publish results without restrictions.
Discussion Points
Additional sticking
points are:
Mandatory Language
Confidentiality: Arizona has a
very broad Public Records Act
which prompts UA policy to
require information sent to UA
by an industry sponsor to be
marked as “confidential.”
Mandatory Language: UA is
required by Arizona legislation
to include four distinct clauses
in all of its contracts.
•Equal Opportunity and nondiscrimination
•Arbitration or mediation
•Conflict of interest
•State Obligation
Ways to Help
There are ways you can help the process move
more efficiently.
Provide Contracting & Research Services with a budget
and scope of work for the project.
This will assist us in determining what type of agreement you
If your Sponsor has provided you with an agreement, send
it to Contracting & Research Services as soon as you
receive it. If your Sponsor asks for an Agreement, notify
Contract & Research Services as soon as it is requested.
If the Sponsor sends an Agreement, please make sure it is a
modifiable Word document.
Please provide us with the name and contact information for
the individual you are working with at the Sponsor organization.
Remember, Contracting & Research Services needs time to
review and negotiate. The earlier we receive the request, the
better for all parties.
Ways to Help
Ways to Help (continued):
 Route your budget and scope of work through Sponsored Project
Services while Contracting & Research Services is reviewing the
Inform Contracting & Research Services of any compliance issues,
such as Export Control, Conflict of Interest, etc.
This will prevent your completed agreement from being held while
these things are routed.
These issues should be know prior to Contracting & Research Services
receiving the agreement and Contracting & Research Services needs
to be aware to allow appropriate negotiation of the agreement.
Have a clear understanding of how Students will be involved in
the Project.
How the Student interacts and his/her role in the research can affect
negotiations and other processes.
Each Sponsor/Agreement can have its
own compliance requirements.
It is important to understand the requirements for your
individual Project.
Not being aware of Compliance Requirements at the
agreement stage can cause delays in the
negotiation and signing of an agreement.
There are many resources available to you to assist
you in the understanding and completion of your
individual compliance requirements.
Students Working on Projects
Paid Employee Students:
Unpaid, Non-Employee Students:
 Are bound by the terms of
their employment, similar to
that of the PI or other Staff.
 The University has no power to
bind the Student to the terms of
the Agreement for the Project.
 Are obligated to terms of
Confidentiality and
Intellectual Property Rights,
similar to PI and other Staff.
 The University cannot obligate the
student to the confidentiality or
intellectual property requirements
of the Agreement for the Project.
 Are obligated to the terms
of the Agreement for the
Project, similar to PI and
other Staff.
 The Student may have to sign an
individual agreement with the
Sponsor for the Project.
 Contracting & Research Services
cannot negotiate these individual
CRS Information
Contracting & Research Services contact: 626-3050,
[email protected]
Contracting & Research Services website for additional contact
Contracting & Research Services negotiates and/or signs the
agreements that Sponsored Projects administers
Lewis Barbieri, Director of Contracting & Research Services, and
Gary Esham, Director of Research Operations, are authorized to
sign agreements that legally bind the University
Contracting & Research Services negotiates the terms of an
agreement with outside entities; we are the contact point for
Sponsors and departments/PI’s
Sponsored Projects Services approves budgets within an
agreement, not Contracting & Research Services
If there is a chance of receiving funding from an industry sponsor,
provide the sponsor Contracting & Research Services contact
information – the sooner, the better (no PRS required)
Case Study 1
A Company has approached you and
wishes to sponsor a Clinical Trial in which
they have authored the Protocol and will
provide the drug. You have received a
Budget, a copy of the Protocol and a PDF
copy of a Clinical Trial Template for
What are the first three steps you should
take with the information and documents
that the company has provided?
Case Study 2
As a Principal Investigator, you are interesting in entering
into discussions with a company to work on new funded
research. The company has provided a Confidentiality
agreement for the University of Arizona to sign. The
company is requesting that the PI and any students that
would have access to the proposed information sign the
agreement. There are two graduate students and one
undergraduate student who will need to have access to
this information. The two graduate students are paid
employee students and the undergraduate student is
an unpaid intern.
What is the first step you would take with the agreement
you received from the company? Of the PI and
students, who will be able to sign the agreement in
acknowledgement? And who will be required to sign
his/her own agreement?
Case Study 3
The University of Arizona has a Master Services
Agreement with a large for-profit company for the
purpose of involving non-employee students in
experimental learning/internship programs and student
projects. These are usually semester long projects, and
the students present the product of their program work to
the company at the end of the semester. The company
receives ownership of the deliverables produced from
this program work.
A department now wishes to use this Master Services
Agreement in order to engage University of Arizona
Faculty in sponsored research. Is it possible to use the
existing Master agreement for this purpose? Are there
any issues you can identify that might arise out of such a

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