Types of Sponsored Agreements
An agreement is a legal document detailing the obligations of two or more parties over the course of a research or services project. It typically has specific deliverables and milestones to be met and dictates how the contracting parties will interact with each other, including payment and from time-to-time, other issues such as publicity, confidentiality, publication and ownership of intellectual property (including academic and other copyrights, and inventions or patents, and options to license the intellectual property arising from the research). Agreements may be called by a variety of names, such as a sponsored research agreement, contract for services, subaward, or master agreement. Examples are listed below.
The University of Alaska Fairbanks, rather than a UAF principal investigator (PI), is the responsible contracting party in relation to formal agreements. This means all contracts must be negotiated, reviewed, and accepted by the University rather than by individual faculty. Each agreement comes with terms and conditions which must be thoroughly reviewed prior to acceptance. While UAF policy and State law give general direction regarding acceptable terms, the nature of the proposed project and sponsor type will ultimately determine how an agreement is written and who can approve and sign it.
A type of financial assistance awarded to the University, on behalf of an individual, for the conduct of research or other program as specified in an approved proposal. A grant is used whenever the awarding office anticipates no substantial programmatic involvement with the recipient during the performance of the activities. The statement of work allows the PI some freedom to change emphasis within the general area of work as the project progresses. A grant is a contractual document but does not carry the specific terms and conditions denoted in a "contract."
In general, the following criteria identify a grant:
- The award carries terms on the use of funds as specified budgetary restrictions; the objectives to be achieved by use of the funds; the program in which the work will be carried out; the individual responsible for completing the work; the period of performance; and the invention rights.
- The sponsor retains authority to withhold funds pending satisfactory completion of project objectives. Unused funds may be returned to grantor.
- Formal financial accounting, during the life of the project, at its termination, or both, is required and the funds must be placed in a restricted project.
- The sponsor requires reports related to the substance of the work during the life of the project and/or at its termination. Copies of published materials may also be requested.
- Periodic payments are to be made to the University so that the financing of a project is on a continuous basis.
- Facility and Administrative (F&A) costs are usually included in the funding, and there is a commitment of university facilities, personnel, or other resources.
- Generally, research-related awards from corporations, corporate foundations, and major private foundations are subject to specific restrictions and contingencies will be classified as a grant (or contract). However, the classification ultimately depends on the terms attached to the award.
A funding mechanism which can be used by federal agencies when a program requires more agency involvement and restrictions than a grant, but requires less agency supervision than a contract. The principal purpose of the relationship is the transfer of money, property, services, or anything of value to the University in order to accomplish a public purpose of support or stimulation authorized by federal statute. This agreement type is generally governed by OMB Uniform Guidance if the sponsor is a Federal agency.
A mechanism for procurement of a product or service with specific obligations for both sponsor and recipient. Typically, the sponsor specifies a research topic or a service and the methods for conducting the research/service in detail, although some sponsors award contracts in response to unsolicited proposals. There is an expectation of specific deliverables within a specified time frame. There is generally less flexibility in the method used for carrying out the plan of action. The idea for the project generally originates with the sponsor. If the sponsor is a Federal Agency, then it is governed by the Federal Acquisitions Regulations.
Fixed Price Contracts
This type of contract provides a total-sum payment or lump sum payment schedule for performance of specific tasks or delivery of a certain number of products or services. Fixed price contracts should only be used when costs for quantity and/or delivery are readily and easily definable. This type of contract offers more risk to the University and the PI because the delivery of the product or service is still required even if there are additional costs over the contracted amount.
In general, the criteria for identifying a contract are the same as those for a grant, except that:
- The award is subject to formal conditions outlined in a contractual instrument signed by both parties.
- The sponsor often places more restrictions upon expenditures allowed in the pursuit of the activity (e.g., clauses concerning "Buy American", ceiling on certain spending, etc.).
- Financing may be on a cost-reimbursable basis, although the University tries to arrange some method of advance funding where necessary. Some fixed-price contracts may provide for lump sum or incremental payments as work progresses.
- The sponsor requires periodic progress reports and some array of others including invention reports, royalty reports, financial status reports, equipment inventory reports, etc.
- Often there is intellectual property, confidentiality, and/or publication conditions associated with receipt of the funds.
- A closing audit is sometimes required.
The University has developed various contracts or agreements to meet the needs of the wide variety of research interests and service commitments of the faculty. These agreements are good starting points to develop contracts with various agencies. Also, agencies may have their own agreements and wish to use those as starting points for negotiations.
It is important to remember that no two projects are the same and there will be some differences in specific agreements. The University has some flexibility in terms and conditions, but there are some specific requirements, which are governed by certain laws, that cannot be altered. The Office of Grants and Contracts Administration (OGCA) will negotiate terms, conditions, and language depending on the circumstances of the each specific project.
The following are areas in which the University has standard boilerplate agreements to begin the negotiation process:
This agreement is used when an organization wishes to advance the state of knowledge in a specific discipline area. Usually the PI is asked to use investigative methods in studying, testing and/or proving a hypothesis. The specific outcome is unknown although the direction of the research will be narrowed as the state of knowledge becomes more advanced. Intellectual property is a logical result of this research.
This agreement is used when a PI uses pre-existing protocols, models, methods, or software to analyze, test, opine, or draw conclusions using the collected data. Publications are the logical conclusion of this effort.
A Master Agreement is a contract that is used to cover a number of different projects funded by one sponsor over a period of time. These types of agreements are also called "Blanket Agreements or Umbrella Agreements." Master Agreements are used to streamline the contracting process for both the University and the sponsors who intend to fund multiple research projects over time. The contracts are usually negotiated to cover an extended period.
Master Agreements are arranged with industrial research partners, and some federal and/or state governmental entities that contract with the University on a frequent basis. In these cases, OGCA pre-negotiates the legal terms and conditions of the agreement. Then, when a new project is proposed, the terms of the Master Agreement apply and only the statement of work, period of performance and budget must be determined. Some flexibility may be built into master agreements to accommodate the possibilities regarding future scopes of work, intellectual property, and research personnel. The terms and conditions in a Master Agreement remain unfunded until a funded proposal officially results in a signed project specification. The PI should inform OGCA of potential sponsors who might be interested in negotiating a Master Agreement.
Task Orders or Work Orders
Task Orders/Work Orders are the individual authorizations to perform project specific work under the terms and conditions of a Master Agreement. Since task/work orders are individual contracts, each task/work order proposal requires an Internal Routing Form.
UAF currently has Master Agreements with:
- Alyeska Pipeline Service
- ExxonMobile Global Services Company
- Hilcorp Alaska LLC
- Mission Solutions, LLC (MSC) an ASRC Company
- Neptune and Company, Inc.
- Planet Labs, Inc
This agreement is used when an international agreement, similar in nature to the research and/or service agreement, is designed to facilitate projects or collaboration with sponsors or subcontractors in the international arena.
In the event a sponsor is located outside the U.S., or a sponsored project involves the use of an international subcontractor, the PI should contact and work with OGCA to negotiate the required international agreements for these situations. There are many unique contracting issues that arise in international relationships that must be considered before entering into these agreements. Some of these issues include:
- Fluctuating exchange rates and choice of currency. The University prefers to have all projects funded in and payment options provided in U.S. dollars. However, this is not always negotiable with some sponsors. The fluctuation of exchange rates must be considered when foreign currencies are used. PIs must pay close attention to the actual amount of funds available when completing a project that is funded in foreign currencies.
- Payment options. In some nations, the banking system is not as flexible as the U.S. system and there are other financial considerations depending on which nation is involved in a particular project. Travel costs associated with payment options need to be considered when preparing an international project budget. If a Sponsor wishes to pay via bank wire transfer, the PI should take into consideration international wire transfer fees when preparing a sponsored research proposal budget.
- Choice of law. As a body politic of the State of Alaska, the University cannot agree to be governed by the laws of a separate sovereign.
- Terms of art in international agreements. Some international contracts contain terms of art that seem benign on their surface, but can have larger legal consequences due to particular laws in different nations. Therefore, a University contract should be used for international agreements whenever possible. Each contract must be reviewed on a case by case basis by OGCA and other University offices as needed.
- International intellectual property and patents. The PI should discuss potential intellectual property that may arise from a particular research project with The Office of Intellectual Property and Commercialization (OIPC). Since other nations have laws that differ from U.S. laws governing the patent process, timely interaction with OIPC is crucial in international projects.
- Foreign Corrupt Practices Act. Whenever international contacts are made, a PI should be aware of the provisions of the U.S. Foreign Corrupt Practices Act ("FCPA"). This act makes it illegal to pay any foreign government official or agent to influence the outcome of a given transaction. Some fees are not illegal under the FCPA. If a PI has any questions or concerns about the FCPA, the University of Alaska Office of General Counsel should be contacted as soon as possible. The communication is coordinated with OGCA.
Memorandum of Understanding (MOU)
An MOU is an informal agreement that serves as the basis of a future formal contract or deed and/or a brief written statement outlining the terms of an agreement or transaction. The word memorandum implies something less than a complete contract. The memorandum functions only as evidence of the contract and need not contain every term, so that a letter may be a sufficient memorandum to take an agreement out of the statute of frauds. Under the statute of frauds, the memorandum must be such, as to disclose the parties, the nature and substance of the contract, the consideration and promise, and be signed by the party to be bound by the agreement. http://www.uaf.edu/mou-moa/
Similar to a Collaborative Agreement, Teaming Agreements are generally unfunded, and are entered into by parties agreeing to participate in a collaborative effort. The preparation and submission of a single proposal from multiple collaborating institutions is an instance in which a teaming agreement may be utilized.
A document written under the authority of, and consistent with the terms and conditions of a prime award (grant, contract, or cooperative agreement), that transfers a portion of the research or substantive effort of the statement of work to another institution or organization.
Subawards, Incoming (Handled by OGCA)
An incoming subaward is a formal written agreement made between UAF and another organization (the prime recipient), where UAF will perform an intellectually significant portion of the scope of work (SOW) under the other organization's sponsored project. Money is awarded to the prime recipient by the sponsor and then passed to UAF.
Subawards, Outgoing (Handled by UAF Procurement and Contract Services)
An outgoing subaward is a formal written agreement made between UAF (the prime recipient) and another organization to perform an intellectually significant portion of the SOW under a UAF sponsored project. Money is awarded to UAF as the prime recipient by the sponsor and then passed to the subrecipient. If you have an outgoing subaward, please reference the subaward templates and policies on Procurement and Contract Services' forms page.
Confidential Disclosure Agreement (CDA)/Non-Disclosure Agreement (NDA)
A legal agreement between at least two parties which outlines information the parties wish to share with one another for certain evaluation purposes, but wish to restrict from wider use and dissemination. The CDA/NDA agreements are coordinated through OIPC. http://uaf.edu/oipc/