Transcript Accounting Services - University of Wisconsin–Madison

Research
Research Administration
Administration 101:
101:
Series Three - Agreement Types
Tammy Kuhn Martin
Research Administrator
College of Engineering
Dean’s Office
Dawn Herrick
Research Administrator
College of Engineering
Dean’s Office
Stephen G. Harsy, PhD
Assistant Dean for Technology Transfer
School of Medicine and Public Health
1
Overview
Overviewof
ofToday’s
Today’sTopic
Topic
Research Funding Mechanisms
Agreement Relationships
Terms & Conditions - Key Issues
Non-Funded Agreements
Agreement Process & Examples
2
Sponsored
SponsoredResearch
ResearchProjects
Projects
• What is it?
– A project funded by an award
from a grant, contract, or
cooperative agreement under
which the UW agrees to
perform a certain scope of
work, according to specified
terms and conditions, for a
specific budget.
– A sponsored project requires
detailed financial accountability
and compliance with the
sponsor’s terms and conditions.
3
Overview
Overviewof
ofToday’s
Today’sTopic
Topic
Research Funding Mechanisms
Non-Funded Agreements
Terms & Conditions - Key Issues
Agreement Relationships
Agreement Process & Examples
4
Types
Typesof
ofResearch
ResearchFunding
FundingMechanisms
Mechanisms
• Agreements/Contracts
• Grants
• Gifts
5
Agreement/Contracts
Agreement/Contracts
•
Sponsored Research Agreements
•
Cooperative Agreements
•
Clinical Trials
•
Fee for Services
6
Types
Typesof
ofSponsored
SponsoredResearch
ResearchAgreements
Agreements
• Fixed Price
– Projects that have a total price that has been
accepted by both parties, regardless of the
actual costs incurred by the UW
– An agreed upon payment schedule based
either on milestones or dates
• UW prefers 60,30,10 split
– Nonrefundable
– Does not require a financial report of how the
UW spends the project budget
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Types
Typesof
ofSponsored
SponsoredResearch
ResearchAgreements
Agreements
• Cost Reimbursable
– Projects that have a price accepted by both
parties based on the actual expenses
incurred by the UW
–
– Payment based on invoices, financial reports,
or both that show expenses incurred by the
UW
– If UW does not spend up to the approved
budget, we don’t receive all the money
8
Examples
Examplesof
ofSponsored
SponsoredResearch
ResearchAgreements
Agreements
•
•
•
•
Industry
Federal Contracts/Agreements
Education Institutions
Other Governmental Entities
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University’s
University’sStandard
StandardResearch
ResearchAgreement
Agreement
• Developed by the UW for industrial sponsored
research, but can be used for all sponsors
• Use of this agreement, without alteration, eliminates
the need for negotiation between the UW and the
Sponsor
• Often used as a template to initiate the negotiation
process
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ClinicalTrials
Trials
Clinical
• Sponsor pays UW to test the safety or efficacy
of a treatment which could include a drug,
device, diagnostic or procedure on humans
• Usually driven by FDA regulatory requirements
(Phase I, II, III, IV)
• Not all human subjects research is a clinical
trial
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Fee
Feefor
forService
Service
Fee for Service is NOT RESEARCH
 Routine work with minimal intellectual input
 Execution of a pre-defined or repetitive process
 Production of a product that meets pre-defined
specifications
 Does not involve the creation or dissemination of
new knowledge, or scientific advancement in a
field
 Standard pricing
 Personnel-in-training not involved
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Fee
Feefor
forService
Service(cont.)
(cont.)
 Contract terms
 No publication
 Secrecy of results
 No retention of ownership of data
 Requirements
128 or 136 account established
Pricing covers costs
Accounting procedure are auditable
Proposed project within 128/136 definition
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Research
ResearchFunding
FundingMechanisms
Mechanisms
• Sponsor Research Agreements
• Grants
• Gifts
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Grants
Grants
• A type of funding mechanism awarded to the
UW 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 UW during the
performance of the activities
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Grants
Grants
• Simple terms
–
–
–
–
Project Dates
Award Amount
Payment terms
Performance Reports
NOTE: Most Grants will say they are a Grant (i.e. Notice of Grant
Award)
• Examples
– Federal Government
– Foundations/Non-Profits
16
Grants
Grants&&FDP
FDP
• Federal Demonstration Partnership
– The Federal Demonstration Partnership (FDP) is a
cooperative initiative among federal agencies and
institutional recipients of federal funds.
– It was established to increase research
productivity by streamlining the administrative
process and minimizing the administrative burden
on principal investigators while maintaining
effective stewardship of federal funds.
• Benefits from FDP
– Ninety-day pre-award spending
– Institutionally approved no-cost extensions up to
one additional year
– automatic carryover of unobligated funds from
one budget period to the next.
– Specific agency benefits can be found on RSP’s
website. http://www.rsp.wisc.edu/awardmgt/fdpnondefense.html
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Research
ResearchFunding
FundingMechanisms
Mechanisms
• Sponsor Research Agreements
• Grants
• Gifts
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Gifts
Gifts
• What makes it a GIFT?
– Five requirements to be a gift
•
•
•
•
•
Supports broadly defined activities
No detailed technical reports required
No rights to IP claimed by donor
No restrictions on publication or use of results
Irrevocable
• UW’s Gift Policy
(http://www.rsp.wisc.edu/policies/uwfoundation.html)
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Gifts
Gifts
• Given directly to UW
• University of Wisconsin Foundation
– Examples of who give gifts to UW
• Industry
• Individual
– Examples of gifts we can’t accept
• Government
• Educational Institutes
20
Overview
Overviewof
ofToday’s
Today’sTopic
Topic
Research Funding Mechanisms
Agreement Relationships
Terms & Conditions – Key Issues
Non-Funded Agreement
Agreement Process & Examples
21
Agreement
AgreementRelationships
Relationships
•
•
•
•
•
Federal Government
Industry
State & Local Government
Other Institute of Higher Education
Non-profit & Foundations
22
Federal
Federal
•
Majority of research funding that UW receives
comes from the Federal Government through
Grants.
•
When UW does receives a Federal Contract there
are additional terms that we need to review and
negotiate if necessary and the University has to
sign the contract.
–
Examples
•
•
FAR Clauses
Specific Deliverables
23
Industry
Industry
•
The majority of the research funding
that we receive from Industry is in the
form of an agreement or contract.
•
This type of an agreement consumes
the most effort to bring a project to UW.
–
–
Industry wants to make a profit
UW’s mission is to create and disseminate
knowledge
24
State
State&&Local
LocalGovernment
Government
•As a state agency, UW receives funding from
the state
•Specific arrangements set up with other state
agencies
Inter-Agency Agreement
Purchase Order
Work Order
Shared Grant (other UW System Colleges)
UW also receives funding from cities &
counties in Wisconsin. There are no
standardized arrangements set up with
them.
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Other
OtherInstitutes
Institutesof
ofHigher
HigherEducation
Education
•
•
Will provide a standard agreement for the
project. If they don’t have one, UW’s
Standard Research Agreement can be
used.
If University/College is a member of FDP,
they will provide the standard FDP
subagreement.
•
•
Need to make sure no additional terms are
added to the FDP Agreement.
Some University’s might have specific items
that they want that are outside the FDP terms.
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Non-Profits
Non-Profits&&Foundations
Foundations
•Provide the UW with a signed letter grant and if UW
accepts grant conditions we counter sign.
Purpose
Period
Conditions
Reporting
•Similar goals or mission of UW – interested in the
results of the research and making it know to the
public.
27
Overview
Overviewof
ofToday’s
Today’sTopic
Topic
Research Funding Mechanisms
Agreement Relationships
Terms & Conditions – Key Issues
Non-Funded Agreements
Agreement Examples
28
Communication
and compromise
are key.
29
So
Sowhat
whatdo
dothose
thoseTerms
Termsmean
meananyways…
anyways…
• UW Policy
– Intellectual Property
– Data Use and
Ownership
– Publication
– Confidentiality
– Guaranties
• State Law
–
–
–
–
Insurance
Publicity
Indemnification
Jurisdiction
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Intellectual
IntellectualProperty
Property
• What is it?
• What are the
UW rules?
• What can we
accept in an
Agreement
– Federal vs
NonFederal
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Intellectual
IntellectualProperty
Property
• What is it?
– Patentable
inventions: a
process, device, or
composition of
matter
– Copyrightable
works: writings,
software
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Intellectual
IntellectualProperty
Property
• Federal law allows UW to claim title to own
patents created using federal funds - BayhDole Act
• UW Patent policy - Faculty own inventions
created in the course of their research
activities, with UW retaining a license for
educational and research purposes unless
Federal funding has contributed to
creation/development of invention
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Who
Whoowns
ownsIP?
IP?
• If invention is federally funded, university has
first option to own; if we don’t want it, it
belongs to feds
• If work is funded exclusively with non-federal
sources, faculty owns inventions unless a
contract says differently
• Faculty own copyrightable works in most
cases, unless a contract says differently
34
Industry-Sponsored
Industry-SponsoredResearch
Research
• Preferred Position
– UW ownership of faculty invention
– Sponsor has option to negotiate a royaltybearing commercial license to UW inventions
• If first pass unsuccessful, a variety of
approaches are tried – life gets complicated
35
Data
DataUse
Useand
andOwnership
Ownership
• UW does not surrender ownership of
research data produced by its faculty, staff
or students.
• UW must own the results of its research for
educational and research purposes.
• Sponsor may receive copies of data.
• Sponsor may use data as long it use does not
conflict with IP rights and right of PI to
publish.
36
Publication
Publication
• A primary mission of UW is to discover and
disseminate knowledge.
• UW will protect confidential information
received from a sponsor, it cannot enter into
an agreement which obstructs public access
to information derived from faculty research.
• Sponsors may have short period of time (no
longer than 90 days) to review the pending
publication to:
Identify any patentable discovery
Remove company confidential information
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Confidentiality
Confidentiality
– UW does not perform
Classified Research
– UW will keep confidential
any proprietary information
that it receives from a
sponsor, but UW results
are not confidential
– UW also cannot keep
Confidential the existence
of the Agreement
• WI Open Records laws
• Public University
38
Guaranties
Guaranties
• Since state-of-the-art research is by nature
unpredictable and without guarantee of
success, UW research is conducted on a
reasonable-efforts basis.
• Since it is inconsistent with the reasonableefforts principle, the UW cannot accept
contract provisions that impose penalties for
failure to make progress or provide for
withholding of payment if the sponsor is not
satisfied with the results.
39
State
StateLaw
Law
•
•
•
•
Insurance
Publicity
Indemnification
Jurisdiction
40
Insurance
Insurance
• UW is self-insured
– The parameters are set by state law
– UW has no authority to indemnify outside
parties
– UW cannot name a third party as an
additional insured
– UW cannot provide a certificate of
insurance as the term is ordinarily
understood
41
Publicity
Publicity
• UW must be able to report contracts to the
Regents and comply with public records
requests
• UW cannot keep confidential the existence
of a research collaboration or of contract, or
its terms
• UW cannot keep confidential the outcomes
of UW research
42
Indemnification
Indemnification
• UW can indemnify a
sponsor only for
liability for acts or
omissions by UW
employees, agents or
officers while acting
within the scope of
their employment and
as allowed by
Wisconsin Law.
43
Jurisdiction
Jurisdiction
• Jurisdiction is the power of a court to compel
a party to appear, and to impose a judgment
on that party after providing due process
(usually in another state).
• Cannot agree in contract to jurisdiction or
court of any state other than Wisconsin.
44
Overview
Overviewof
ofToday’s
Today’sTopic
Topic
Research Funding Mechanisms
Agreement Relationships
Terms & Conditions – Key Issues
Non-Funded Agreements
Agreement Process & Examples
45
Non-Funded
Non-FundedAgreement
Agreement
• Any agreement where no funding is
being provided to the University
– Examples include:
• Memorandums of Understanding
• Confidential/Non-disclosure Agreement
• Collaboration Agreement
• Materials Transfer Agreement
• Licensing Agreement
• Software Agreement
• Data Use Agreement
46
Confidential
Confidential&&Non-Disclosure
Non-DisclosureAgreements
Agreements
• Agreement to keep information transferred from
one party to another secret
• Often preliminary to establishing research
relationship
• Must be signed by UW
• It should not have Publication, Copyright or
Ownership language
• Flavors
–
–
–
–
One-way
Two-way (Mutual)
University
WARF
47
Material
MaterialTransfer
TransferAgreements
Agreements
• Is an agreement that define the
obligations each party undertakes when
a research material is transferred from
one organization to another.
• Transfer of materials can be achieve in
one of two ways.
48
Material
MaterialTransfer
TransferAgreements
Agreements
• UW PI is receiving materials Required
– Sponsor provides compound, drug, biological
material, cell line, mice, etc. for use in UW research
– UW provides funding for the research
– Materials often highly proprietary
• UW PI is sending materials out
– UW investigator provides material to sponsor
– May need WARF management
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Material
MaterialTransfer
TransferAgreements
Agreements
Other Transfer Agreements
• Software
– Often takes the form of a no-cost software
license
– May involve UW evaluation of utility and
performance of software
• Data Use Agreements
– UW wants access to data owned by
someone else
– Sponsor may put limits on its use, seek
access and rights to results
50
Collaboration
CollaborationAgreements
Agreements
• Both parties agree to contribute resources and
work together to find an answer to a particular
research inquiry
– Materials & equipment
– Personnel, or specialized expertise to the project
• Agreement involves no transfer of money.
• Examples of Collaboration Agreements
– Consortium Agreements
– Memo of Understanding Agreements
51
Overview
Overviewof
ofToday’s
Today’sTopic
Topic
Research Funding Mechanisms
Agreement Relationships
Terms & Conditions – Key Issues
Non-Funded Agreements
Agreement Process & Examples
52
Agreement
AgreementProcess
Process
The Review and Negotiation Process at UW
If changes are
needed to IP,
the Agreement
may be sent to
WARF for
review
PI receives
the
Agreement
directly
Upload the
Agreement
to WISPER
record and
sent to
Dean’s
Office
The Dean’s
Office reviews
and routes the
record to RSP
RSP reviews
the
agreement
and identifies
any issues
that need to
be changed.
If changes
specific to PI or
the project are
needed, may
send back to
Dean’s office
for approval
Once the
Agreement is fully
executed, a
project number is
established
RSP will
send Redline to
Sponsor to
start
Negotiations
Once negotiations
are completed, the
Agreement is
signed.
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Agreement
AgreementProcess
Process
The Review and Negotiation Process for the School of
Medicine and Public Health and the College of
Engineering
PI receives
the
Agreement
directly
Upload the
Agreement
to WISPER
record and
sent to
Dean’s
Office
Once the
Agreement is fully
executed, a
project number is
established
If changes
are needed to
IP, the
Agreement
may be sent
to WARF for
review
The Dean’s
Office reviews
and red-lines the
Agreement with
any changes that
we need
Send red-line
Agreement to
RSP for any
additional
changes
needed
Dean’s
Office will
send Redline to
Sponsor to
start
Negotiations
Once negotiations
are completed, the
Agreement is
signed.
54
Agreement
AgreementExamples
Examples
•
•
•
•
•
Master Agreement
Research Agreement
Federal Contract
Clinical Trial Agreement
Confidentiality/Non-Disclosure
Agreement
• Materials Transfers Agreement
55
Resources
Resources
• Websites
– Research and Sponsored Programs
• www.rsp.wisc.edu
– WARF (Wisconsin Alumni Research Foundation)
• http://www.warf.org/
– The Graduate School
• http://info.gradsch.wisc.edu/research/ip/index
.html
56
Questions?Questions?
Agreement Types
57