University Contracting - University of Arizona

Report
University
Contracting
The University of
Arizona
Office of Research and Contract
Analysis (ORCA)
ORCA Services
ORCA is the unit that negotiates contracts and grants on behalf of
the University. ORCA works with Sponsored Projects but is separate
from them. ORCA 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
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Grants
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.
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ORCA has two signatories, Lewis Barbieri, Director and
Lee Anne T. Peters, Contract Officer.
Agreements not signed by an authorized signatory must be
between an individual and the contracting party and
cannot name the University of Arizona as a party to the
agreement.
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:
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Indemnification
Intellectual Property
Data Ownership
Publication
Indemnification: UA requires industry
partner to be responsible for a industry
partner’s use of UA’s results and, if
materials are involved, for manufacturing
defects of industry partner’s materials.
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:
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Confidentiality
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.
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Provide ORCA with a budget, if funded, and scope of work
for the project or service.
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This will assist us in determining what type of agreement you
need.
If your Sponsor has provided you with an agreement, send
it to ORCA as soon as you receive it. If your Sponsor asks
for an Agreement, notify ORCA as soon as it is requested.
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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, ORCA needs time to review and negotiate. The
earlier we receive the request, the better for all parties.
Ways to Help
Continued:
 For sponsored research projects, route your budget and scope of
work through SPS while ORCA is reviewing the agreement.
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This will prevent your completed agreement from being held while
these things are routed.
For MTAs, send ORCA directly the Agreement and a completed
MTA Questionnaire (located on the ORCA website).
For CDAs, offer the University’s standard template (located on
the ORCA website).
For Sales & Service projects, send the completed transmittal
memo and UBIT Questionnaire along with any other information
(scope of work, agreement, etc.) to the ORCA general email
address.
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Contact the ORCA general email to gain a blank UBIT Questionnaire
and transmittal memo.
Ways to Help
Continued:
 Inform ORCA of any compliance issues, such as Export
Control, Conflict of Interest, etc.
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These issues should be known prior to ORCA receiving the
agreement and ORCA needs to be aware to allow appropriate
negotiation of the agreement.
Have a clear understanding of how Students will be involved
in the Project.
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How the Student interacts and his/her role in the research can
affect negotiations and other processes.
Students
Students working on Projects
Paid Employee vs. Unpaid, Non-Employee Students
Paid Employee Students:
 Are bound by the terms of
their employment, similar
to that of the PI or other
Staff.
 Are obligated to terms of
Confidentiality and
Intellectual Property
Rights, similar to PI and
other Staff.
 Are obligated to the terms
of the Agreement for the
Project, similar to PI and
other Staff.
Unpaid, Non-Employee
Students:
 The University has no power
to bind the Student to the
terms of the Agreement for
the Project.
 The University cannot
obligate the student to the
confidentiality or intellectual
property requirements of the
Agreement for the Project.
 The Student may have to
sign an individual agreement
with the Sponsor for the
Project.
 ORCA cannot negotiate these
individual Agreements.
Overview
TIPS
 [email protected]
 Best
way to contact the office.
 Ask general questions, request forms, send
attachments, etc.
 http://www.orca.arizona.edu/
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View/download template agreements.
“Type of Contract” quiz.
 ORCA
main phone line – (520) 626-3050

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