Transcript University of Minnesota Office of External Sales

External Sales
Agreements (Contracts) Presentation
January 27th, 2011 – Walter 101
Introductions -
Keith
Don Amundson – Associate General Counsel - OGC
Elizabeth Anderson – Paralegal - OGC
Keith Jansen – Manager Internal/External Sales
Jeff Kurland – Compliance Officer Int/Ext Sales
2
Session Objectives -
Keith
•Explain the process used for establishing
External Sales Agreements (Contracts)
•Identify what can be done to improve the
process
3
Agenda -
Keith
• Introduction
• Policy and Procedure
• Contract Requirements
• Use of Contracts
• Review process
• Standard Agreements vs. Unique Agreements
• Contract Clauses
• Delegation of Authority
• Other considerations
• Questions & Answers anytime
during
the
presentation
4
Policy and Procedure -
Keith
University of Minnesota Administrative Procedure:
“Establishing External Sales Agreements”
http://policy.umn.edu/Policies/Finance/Accounting/EXT
ERNALSALES_PROC04.html
University Policy:
“Selling Goods and Services to External Customers”
http://policy.umn.edu/Policies/Finance/Accounting/EXT
ERNALSALES_PROC04.html
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Contract Requirements -
Keith
• Obtain written agreement (legal contract) after initial
external sales approval is granted on the IESAF
• University departments are required to have an
agreement (contract) in place to govern external sales
transactions with non-University entities
• There is no dollar threshold under which an agreement
is not required
6
Use of Contracts -
Don
Agreement has multiple purposes:
• Document in writing the mutual understanding with the customer
• Reduces misunderstanding; helps with enforcement of agreement,
if necessary
• States University’s obligation to the customer
• States customer’s obligation to the University
• Helps mitigate risk to the University by clearly stating or
disclaiming things such as warranties, use of University name or
logo, indemnification, insurance, etc.
• Provides contact information for billing, termination notices, etc.
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Contract Library -
Don
Utilize standard U of M agreements whenever possible, available at
OGC website: www.ogc.umn.edu/contracts.html
Standard Agreement
• If standard agreement is used, OGC does not review unless
specifically requested
Unique Contracts
• If non-standard agreement is used, OGC must review, and
usually negotiate with customer’s counsel, which will lengthen
the approval time
A word about using the most current version of the forms…
FORM: OGC-SC102
Form Date: 01.29.02
Revision Date: 11.16.10
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Contracts -
Don
Standard Contracts Library includes many forms for the
following:
• Service Agreement – OGC-SC102
• Lab Use Agreement (Company) – OGC-SC104
• Workshop Agreement – OGC-SC251
• Bill of Sale – OGC-SC100
• Specialized Agreements
• Other Agreements
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Contracts -
Don
Information entered on the Standard Services Agreement:
• Customer’s legal name and address
• Customer’s jurisdiction of organization and type of
entity
• Detailed description of services to be performed and any
other unique items
• Compensation and invoicing
• Term – “Start date” and “Expiration date”
• Notices – contact information
• Signature lines
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Contracts -
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Don
Contracts -
Don
Standard Agreement process
• After a discussion with a potential customer
• Send a copy of the standard agreement to the customer
• Let the customer know that if the standard agreement
can be accepted, the process will take much less time
• If you let the customer present a contract (unique
agreement) it will take more time
12
Contracts -
Don
Overview of Common Contract Clauses
OGC SC102 Services Agreement
Clause 4: Termination (with or without cause)
Clause 6: Limitation of Liability
Clause 7: Use of University Name or Logo
Clause 8: Indemnification / Insurance
Clause 10.5: Governing Law and Jurisdiction
Clause 10.8: Taxes and Similar Fees
Clause 10.9: Breach
OGC SC106 Confidentiality Addendum
Clause 11.1: Definition of Confidential Information
Clause 11.2: Exceptions
Clause 11.3: Term
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Delegation of Authority -
Elizabeth
UNIVERSITY OF MINNESOTA
BOARD OF REGENTS POLICY
RESERVATION AND DELEGATION OF AUTHORITY
ADOPTED: APRIL 5, 2001
Section III – Delegation of Authority by the President
Subd. 1. – Unless otherwise restricted by specific Board policies or directives, the
president shall be responsible for delegating general executive management and
administrative authority to other executive officers and employees as necessary
and prudent, including authority to execute contracts and other legal documents.
The president may condition, limit, or revoke any presidential authority so
delegated.
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Delegation of Authority -
Elizabeth
Subd. 2 – All delegations and revocations under this section shall be in
writing, name the individual to whom such authority is delegated,
describe the scope and limitations of such authority, and prescribe the
extent to which such authority may be further sub-delegated.
SECTION VI. CONFORMANCE WITH THIS POLICY
Subd. 1 - No executive officer or employee of the University shall have
any authority to take any action or make any representation on behalf of
the University beyond the scope of, or materially inconsistent with, the
authority delegated to such executive officer or employee as provided in
this policy.
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Delegation of Authority -
Elizabeth
FREQUENTLY ASKED QUESTIONS
What is the President's Delegations of Authority Library?
The President's Delegations of Authority Library maintains records of the delegations of authority. You can
search the library and obtain copies of the Delegation of Authority records. You can also obtain copies of the
Chain of Delegation record for each authority, which shows from whom and to whom the authority has been
delegated.
How do I find out who has the authority to sign a contract for my unit?
Click on the Delegations Search button. Enter the X.500 internet ID (the part of the UofM email address that
comes before the "@umn.edu") of your department head or dean. You will get a list of every delegation your
department head has been delegated.
How do I search the President's Delegations of Authority Library?
If you do not know who may have the authority, you can search by unit. Begin by clicking on "Unit". Enter
the name or part of the name of the unit. The "Unit" blank will self-populate with the unit ID number. Then
select "Signature Authority" from the drop-down menu for "Authority Type". Click "Search". You will get a
list showing all authorities that have been delegated for that unit. Find the authority in which you are
interested and click on the icon to the far right. The delegation and chain of authority will be displayed. The
more blanks you fill-in, the quicker the search.
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Delegation of Authority -
17
Elizabeth
Delegation of Authority -
Elizabeth
Real-Life Practice Pointers
• Search by unit name – then check to see if person who has delegated
authority (the delegatee) has delegated the authority further by typing in their
x-500 in the “delegator” field; if not, the authority to sign rests with them
• External Sales Delegations categories
• FN02a – Non-Lab Use External Sale
• FN02b – Lab-Use External Sale
• Pay close attention to the probable presence of a dollar threshold in
the delegations listing, such as the attached example
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Delegation of Authority -
19
Elizabeth
Contract Review -
Jeff
Internal/External Sales reviews contracts for:
• Appropriate type of service (matches initial approval)
• Appropriate rate (pricing) structure
• Related concerns, such as export controls issues,
product liability concerns, currency validation, etc.
• Classification ([email protected])
• Risk assessment
• Sales, Use and UBI tax
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Contract Review -
Jeff
• Forward the completed (unsigned) contract to
[email protected] for review.
• Include Rate development detail if not previously
sent
• Only additional information that explains activity
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Contract Review -
Jeff
• After contract has been reviewed, an email will be sent
to verify approval and a pdf copy of the contract for
your records.
• Once the approval to use the contract has been received,
send the contract to the customer for signature.
• Refer to the delegation of authority website to determine
who has the appropriate signature authority to sign on
behalf of the Board of Regents
• The University prefers that the customer signs the
22
Contract Review -
Jeff
• The University prefers that the customer signs the
approved contract first, which will indicate that the
terms and conditions of the agreement have been
accepted.
• This will also prevent having to have the agreement resigned after changes are made.
• Electronic signatures (scanned PDF version of the
signature block) are acceptable to the University,
provided that the entire agreement is included along
with the electronic signature.
23
Contract Review -
Jeff
Amendments to Agreements
• Changing “Description of Work”, Compensation, Term
or other sections
• Dealing with proposed changes to agreements when
their term has expired
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Other Items -
Keith
• Units are responsible for maintaining copies of all
external sales agreements and managing record
retention.
• Longer term agreements can be made that can cover
multiple activities with a single customer.
• Units are responsible for communication between the
University and the customer.
• Utilize standard U of M agreements whenever
possible
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Contract Review -
All
Questions and Answers
Contact Information:
Keith Jansen
Jeff Kurland
Don Amundson
Elizabeth Anderson
4-5540 [email protected]
5-5605 [email protected]
4-4100 [email protected]
4-4100 [email protected]
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