Transcript Talking about Contracting at TC

Talking about contracting at TC
Teachers College, Columbia University
Office of the General Counsel
December 2015
Contracting process: when and
why?
❏ You need a contract to pay for services when:
❏ $3,000 or more
❏ Intellectual Property issues
❏ Minors involved
❏ Consultant wants one
❏ Personally identifiable data
Note: These criteria are independent of each other. So even if you are paying
less than $3,000 if any of the other criteria are present you should use a
contract.
Contracting process: when and why?
❏ Why do you need a contract in place before starting to provide
services?
❏Protect money paid
❏Quality of product
❏ Intellectual Property rights
❏Compliance with contract
❏ Establish Independent Consultant relationship
❏ Protect personally identifiable data
❏Confidential Information – FERPA or HIPPA
Unimarket (with Contract)
Attach detail scope of work and any document received from consultant, ie. Insurance, budget
Unimarket (without Contract)
Attach detail scope of work and any document received from
consultant, ie. Insurance, budget
Scope of Work
I. Project description if consultant is providing services
related to a greater project
II. Deliverables to be produced or specific tasks to be
completed by Consultant
III. Specific costs or breakdown of budget by deliverables
or tasks
IV. Payment and invoicing schedule
Scope of Work
V. Intellectual Property:
❏ Who will own copyright?
❏ Who will have a license and the specifics of the
license?
❏ Any authorized use of TC’s or the consultant’s
name?
Note: If consultant wishes to own copyright or only grant TC a license a Template
may not be used. You should then include Intellectual Property details in the
Scope of Work for OGC to review when preparing the contract. If negotiation
needs to happen or consultant asks for changes please reach out to OGC.
Templates
❏ Types of Template Agreements
❏ Independent Consultant (individual/company)
❏ Short Independent Consultant (individual/company)
❏ TC providing services
❏ Hotel addendum
❏ Venue/Space Addendum
Note: Reach out to OGC: a) If you do not find a template that works for you or
b) If it is recurring work and you would like a template made.
Templates
❏Tips on completing templates
❏ Fill in all blank spaces
❏ Insert Scope of Work
❏When there is no appropriate template- request a contract
❏When not to use templates- consultant wants IP or wants to
negotiate a clause from the template
❏Who signs the templates
❏ Authority not delegable
https://goo.gl/Lk1iJw
Greatest issues we encounter at OGC
❏ Contracting Foreign Nationals
❏ IRS W-8 BEN required for vendor registration
❏ Honoraria- require extensive document review (contact
Viktoria Potapova at ext. 6637 or [email protected])
❏ Work done overseas- specify so in Scope of Work
❏ Foreign students (F1/J1 visa) - NO CONTRACT!
❏ You must contact Office of International Student
Services at ext. 3939 or [email protected] to
discuss other ways of hiring them.
❏ Questions on this topic- Viktoria Potapova
Greatest issues we encounter at OGC
❏ Data Security
❏ What are TC’s obligations under FERPA, HIPPA, NDA or confidentiality
provision of a contract?
❏ Passing TC’s obligations and ensuring compliance
❏ Consultant’s use of such data limited to purpose of contract
❏ TC’s Director of Information Security should be involved ASAP – Amir
Akbari x3920
❏ Payment Schedule
❏ Do not pay in full upfront!
❏ Pay upon receipt of deliverables/ training sessions
❏ Hold back some amount until satisfactorily performed
❏ Grants
❏ What to consider on grant funded contracts- always inform us if there
is a grant involved
❏ Has OSP reviewed contract and budget?
Greatest issues we encounter at OGC
❏ Intellectual property rights
❏ TC retains copyright
❏ Does grantor or contractor require IP?
❏ In contract request note any alternative IP and why
❏ What does the grant say about IP?
❏ Insurance (applies to individuals and companies)
❏ Discuss insurance ASAP and get Certificate of Insurance
❏ Types of insurance (service based)
❏ Has TC committed to being insured? (DOE or grantor)
❏ Cost of insurance
❏ Certificate of Insurance- reach out to TC Risk Manager
❏ Assisting Faculty with Unimarket and the contract process
NEED HELP WITH THE CONTRACTING PROCESS?
Contact OGC
Althea Broomfield-Michel, Assistant General Counsel - [email protected], ext. 4164
Denzil Streete, Contract Administrator - [email protected], ext. 3680
Viktoria Potapova, Administrative and Legal Associate - [email protected], ext.
6637