Affiliation Agreements

Affiliation agreements occur between the University and another entity or entities to accomplish a joint mission such as instruction or research training. Types of affiliation agreements include:

• Clinical Training Affiliation Agreements
• Organization Affiliation Agreements
• Site Preceptor Agreements
• International Memoranda of Agreement (see International MOU section)

Collaboration Agreements

Collaboration agreements involving investigators employed by more than one organization may develop informally at the beginning stage of proposal preparation, or they may be formally required by a funding agency as part of a proposal. If the collaboration is with an employee of a commercial company, a collaboration agreement must be formalized with the University and intellectual property rights addressed. If the collaboration is between a University of Alaska Fairbanks (UAF) investigator and a non-UAF, non-company investigator, a letter of intent is considered a best practice. The letter of intent should include a statement agreeing to collaborate, the identification of the scientists responsible for the respective activities, and a sentence or two describing what each collaborator will contribute. This letter need be between the investigators only, unless the sponsor requires University signature, in which case OGCA must be involved.

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 OGCA in collaboration with OIPC (uaf-nda@alaska.edu). UAF has a standard, preferred NDA template in place. Please contact uaf-nda@alaska.edu for more information.

• Mutual NDA UAF Agreement

Consortium Agreement

An agreement that governs the terms of membership in a consortium.

Contract

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. Grants.gov Community Blog

Cost Reimbursement Contracts:

This is the preferred type of contract for University research and service. This contract provides for payment of actual costs both direct and facility and administrative (F&A), for performance toward contract objectives as specified in the statement of work. This type of contract offers less risk to the University as it implies best efforts toward the completion of the task but offers no guarantee of specific outcomes.

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.

 

For clarification the Uniform Guidance definitions regarding fixed rate (capitation) and fixed amount (fixed price) is:

(200.45) Fixed amount awards means a type of grant agreement under which the Federal awarding agency or pass-through entity provides a specific level of support without regard to actual costs incurred under the Federal award. This type of Federal award reduces some of the administrative burden and record-keeping requirements for both the non-Federal entity and Federal awarding agency or pass-through entity. Accountability is based primarily on performance and results. See §§200.201 Use of grant agreements (including fixed amount awards), cooperative agreements, and contracts, paragraph (b) and 200.332 Fixed amount subawards.

Further refined in NOT-OD-18-222

In a fixed amount subaward, the total value of the award is negotiated upfront. This requires the pass-through entity to know both the unit price and the total number of units that will be provided. In a fixed-rate agreement, while there is a negotiated cost per unit, e.g. per patient cost in a clinical trial (or participant in a non-Clinical Trial Human Subjects Study), the total amount of the award may be unknown when the agreement is created. Since this type of agreement is based on a “fixed rate” as opposed to a “fixed amount” as defined by 45 CFR 75.201, prior approval is not required to enter into this type of agreement provided there are no other factors that would require NIH prior approval consistent with NIHGPS.

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 each specific project.

Cooperative Agreement

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.

Cooperative Research and Development Agreements (CRADAs)

A legal agreement between a federal laboratory and the university to work together on a project. The agreement does not involve transfer of funds from the government. A CRADA allows the Federal Government and the University to optimize their resources, share technical expertise, and share intellectual property emerging from the effort. CRADAs are used by federal laboratories to provide facilities, equipment, personnel, services, or other non-monetary resources in the support of a collaborative research effort. Cooperative Research and Development Agreements (CRADAs)

Data Transfer and Use Agreement (DTUA)

A Data Transfer and Use Agreement (DTUA) is a contractual document used for the transfer of data that has been developed by nonprofit, government or private industry, where the data is nonpublic or is otherwise subject to some restrictions on its use.  Often, this data is a necessary component of a research project and it may or may not be human subject data from a clinical trial, or a Limited Data Set as defined in HIPAA.  Universities will want to ensure that DTUA terms protect confidentiality when necessary, but permit appropriate publication and sharing of research results in accordance with University policies, applicable laws and regulations, and federal requirements.  DTUAs are similar to confidentiality agreements in that they restrict the use and disclosure of the data set, and, in some cases, a CDA format may be used as a starting point to build a DUA appropriate for the transfer of data.  Our University is a state-related entity that receives a large proportion of its research funding from the U.S. federal government.  In order to ensure that DUAs meet University policies as well as the requirements of funding agencies, the UAF’s OGCA and ORI will review and institutionally endorse DUAs to ensure compliance with appropriate policies and regulations. 

UAF uses the Data Transfer and Use Agreement templates developed by the Federal Demonstration Partnership (FDP). The templates and other helpful resources are available at the FDP website. Please contact OGCA for more information.

Fee for Service Agreement

Are services routinely provided by an approved fee-for-service (FFS) at an established rate approved and are characterized by:

• The FFS provides the service to others on a recurring basis using the same or similar methods and techniques.
• Rates charged by the FFS must be approved by Office of Finance and Accounting (OFA) prior to starting the fee-for-service operation.
• The service does not require project-specific approval from the IRB, IACUC, or IBC; services provided pursuant to an approved, standing protocol that covers a class of services (i.e., an umbrella protocol) may be offered as fee-for-service.
• No new intellectual property is anticipated.
• Client owns the data and results except parties may agree that UAF will own rights to educational training materials.
• Any publishing rights rest with the client.
• No publications are anticipated by UAF faculty, staff or students.
• The arrangement does not contain UAF cost sharing, matching funds, subawards or pass-through funding.
• The FFS must use a fee-for-service agreement or a customized fee-for-service agreement developed by OGCA for the FFS. If the client requires use of the client's agreement, the agreement must be reviewed and approved by OGCA prior to execution.

These agreements may implicate:

• Export controls
• Intellectual property concerns
• Trademark and logo usage
• Dispute resolution

Grant

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." Grants.gov Community Blog

In general, the following criteria identify a grant:

1. 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.
2. The sponsor retains authority to withhold funds pending satisfactory completion of project objectives. Unused funds may be returned to grantor.
3. 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.
4. 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.
5. Periodic payments are to be made to the University so that the financing of a project is on a continuous basis.
6. Facility and Administrative (F&A) costs are usually included in the funding, and there is a commitment of university facilities, personnel, or other resources.
7. 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.

Intergovernmental Support Agreement (IGSA)

IGSAs are agreements between the Army and a state or local government that serve the best interests of both parties and improve installation support services for Mission, Soldier, and Family Readiness.

IGSAs are authorized by 10 USC 2679 and can be used as one of many authorities to achieve win-win partnerships. 

Notwithstanding any other provision of law governing the award of Federal government contracts for goods and services, the Secretary concerned may enter into an intergovernmental support agreement, on a sole source basis, with a State or local government to provide, receive, or share installation-support services if the Secretary determines that the agreement will serve the best interests of the department by enhancing mission effectiveness or creating efficiencies or economies of scale, including by reducing costs.

• The service must be pre-existing, and any contract awarded pursuant to an IGSA shall have been awarded on a competitive basis.
• Not subject to Federal Acquisition Regulation (FAR)
• Increased IGSA term from five years to ten years

International Agreement

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.

Intragovernmental Personnel Act Assignments (IPA)

An agreement that outlines the obligations and responsibilities of the parties when a faculty member is temporarily assigned to a federal agency.

Letter of Intent (LOI)

A Letter of Intent (LOI) is a non-binding statement that acknowledges intent to explore the possibility of collaboration. LOIs are appropriate when a new project is being initiated, upon first meeting new international partners, or in connection with a one-time project. The LOI can serve as a signal of good will or a signal of the willingness to discuss the opportunities to cooperate further.  At this stage, it would generally be premature to sign a Memorandum of Understanding (MOU) or a Memorandum of Agreement (MOA). 

Master Agreement

Master Agreements may be developed for either research (MRA) or services (MSA) in which a sponsor expects to fund multiple projects with UAF over a period of time. 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

Once a master agreement is in place, an addendum or task order is created for each new project to be awarded under the master agreement. Task Orders/Work Orders are the individual authorizations to perform project specific work under the terms and conditions of a Master Agreement.

An addendum/task order/ work order frequently contains the following for each specific project:

• Scope of work to be conducted and associated budget
• Payment obligations and timing
• Management of the project
• Staffing of the project
• Schedules, milestones, and deliverables
• Co-funding information (if any)
• Background intellectual property information (if any)
• Licensing options and considerations

UAF is concentrating efforts to establish master agreements with a variety of partners to help expedite the initiation and funding of research, student and student projects.

UAF currently has Master Agreements with:

• Alyeska Pipeline Service
• BP Exploration Alaska
• City of Pendleton
• Contra Costa County Airport (ACUASI)
• ExxonMobile Global Services Company
• GSSL-Near Space Corporation (ACUASI)
• Hilcorp Alaska, LLC
• Idaho National Laboratory/Battelle Energy Alliance, LLC - Joint Appointment
• Kansas State University (ACUASI)
• Los Alamos National Laboratory/Triad National Security - Joint Appointment
• Lumark Technologies (ACUASI)
• Mission Solutions, LLC (MSC) an ASRC Company
• Neptune and Company, Inc.
• Northwest UAV (ACUASI)
• Planet Labs, Inc
• Ukpeagvik Inupiat Corporation (UIC) Science 
• Vigilant Aerospace Systems (ACUASI)
• Volansi (ACUASI)

Materials Transfer Agreement (MTA)/Biological Materials Transfer Agreement (BMTA)

A Material Transfer Agreement is a contract that governs the transfer of tangible research materials between two organizations. They specify the rights, obligations and restrictions of both the providing party and the receiving party with respect to issues such as ownership, publication, intellectual property and permitted use and liability. Three types of MTAs are most common at academic institutions: transfer between academic or research institutions, transfer from academia to industry, and transfer from industry to academia.  Each calls for different terms and conditions. 

Memorandum of Agreement (MOA)

A MOA is a written document describing a cooperative relationship between two parties wishing to work together on a project or to meet an agreed upon objective.

 MOA provides a strategic advantage to UAF as umbrella agreements for concrete and specific activities of importance.

• Carries out the strategic international goals of UAF and provides diplomatic framework for institutional relationships
• Codifies a partnership involving significant collaboration and is a legally binding document
• Specifies activities, resources, outcomes, obligations and limitations by each partner
• Contains specific financial obligations (specifically on the part of the UAF partner)
• Includes Student Exchange Agreements and Cooperative Degree Programs

UAF Memorandum of Agreement/Understanding (MOA/MOU)

Memorandum of Understanding (MOU)

An MOU is a type of agreement between two (bilateral) or more (multilateral) parties. It expresses a convergence of will between the parties, indicating an intended common line of action. It is often used either in cases where parties do not imply a legal commitment or in situations where the parties cannot create a legally enforceable agreement. It is a more formal alternative to a gentlemen's agreement, but less formal than an MOA. (UAF Memorandum of Agreement/Understanding (MOA/MOU))

Other Transaction Authority (OTA)

An MOU is a type of agreement between two (bilateral) or more (multilateral) parties.

MOU declares an intent to explore opportunities to collaborate in areas that would be mutually beneficial to each institution. MOUs may lead to more specific activities and goals, which could then be expressed in the form of an MOA.

• Expresses an intent to explore a closer relationship with an institution
• Publicly records the mutual interest to collaborate
• Provides a symbolic foundation for the institutional relationship
• Contains no financial commitments

UAF Memorandum of Agreement/Understanding (MOA/MOU)

Professional Sales and Service Agreements

standardized work without significant interpretative analysis or creation of new knowledge. Federal funds may be accepted under Sales and Service Agreements if payment is for standardized work provided by an established service center with published rates for services. A product or service is considered "professional sales and service" if

• The product or service is associated with a core University mission
• It is offered to multiple external clients on a recurring basis 
• The product or service is a by-product of the operation of a sponsored or instructional program
• Payment basis is per unit or per service
• Satisfactory facilities for product or service do not exist elsewhere (single source)
• It is non-competing/must not charge less than total cost.

Examples of Professional Sales and Service Agreements include: 

• Sales and Service Agreement
• Purchase Order
• Auxiliary Enterprise Revenue
• Service Centers
• Recharge Centers

When working with outside entities, it is often expedient to provide a copy of a standard University of Alaska services agreement to avoid agreements that contain terms and conditions that the University cannot accept.

Research Agreement

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.

Service Agreement

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.

Sponsored Research Agreements (SRAs)

 A Sponsored Research Agreement (SRA) is a contract between UAF and a sponsor for the purposes of funding and conducting research at UAF. A SRA may be supported by a for-profit (e.g., private industry) or non-profit (e.g., state or federal government, foundations, etc.) sponsors.

The Office of Grants and Contracts Administration (OGCA) is authorized to review, negotiate, and execute SRAs. Preliminary discussions between the Principal Investigator (PI) and sponsor regarding the research may begin long before a sponsor is ready to establish a SRA.  Regardless of when the sponsor issues a SRA, the PI working with his/her department/unit business office is required to submit the related proposal to OSP for review and approval prior to sending the proposal to the sponsor.  The proposal at a minimum must include:

• a statement of work,
• project budget, and
• budget justification

Note:  Additional information and documents may be requested during the proposal review process. 

OGCA encourages PIs to send UAF’s template SRA with the proposal.  However, if the sponsor sends an agreement, OGCA will begin negotiations informing the PI of any concerns. Generally, SRAs include/address the following:

• Scope of work to be conducted, including reporting and other deliverables
• Specify the period of performance, typically defined with “start” and “stop” dates
• The type of agreement (typically and preferably cost reimbursable or fixed price or fixed fee)
• Invoicing frequency or payment obligations
• Publication of the research results
• Options to license the intellectual property arising from the research
• Care of data and confidential information exchanged during the research
• Compliance with export control and other laws and regulations
• Indemnification, warranty disclaimer and liability
• Insurance
• Rights and procedures to terminate the project
• Audit, access to records, and record retention
• Use of name restrictions
• Choice of law and jurisdiction
• Identification of allowable or unallowable costs
• Requirements for prior approvals for particular expenditures, etc.
• Termination

Note:  It is expected that UAF’s full Facilities and Administrative rate (F&A also known as indirect cost rate) is reflected in the budget.  Any reduction or waiver of F&A costs is considered to be cost sharing and must receive the appropriate prior approval.  

Consistent with federal regulations, all faculty members listed as the PI on a sponsored project must contribute some level of effort to that project to provide necessary supervision/administration. 

 

Subaward Agreement

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.

Teaming Agreement

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.

Unfunded Research Agreement

An agreement under which two or more parties agree to collaborate on a defined research project. The agreement will typically contain a statement of work, period of performance, and IP ownership terms, and may provide for the commitment of effort, provision of resources, visiting researchers, or other exchange of value in support of the collaboration. Each party is responsible for its own costs in connection with the research.