Office of Sponsored Programs

Contracts & Agreements

Award negotiation occurs during the period between the submission of a proposal and the start of a funded project. The sponsor acknowledges the intent to fund the project, but a formal agreement between the two parties is required first. This sponsored research agreement or award is a legally binding document that requires OSP review and signature by a university-authorized representative. OSP is responsible for negotiating and executing sponsored research contracts, collaboration agreements, NDAs, FUAs and other unfunded agreements on behalf of the university.

Some sponsored research awards require minimal to no negotiation. Those that do may require significant attention and review. Any changes must be made and agreed to by both the university and the sponsor. This process can be very time-intensive. It is important to remember that proper negotiations safeguard the rights of both the university and the researchers undertaking the project.

Types of Funding Mechanisms

Sponsored projects are conducted at the university with the support of various types of funding mechanisms such as grants, cooperative agreements or contracts. The funding mechanism will include award terms and conditions that help identify the sponsor’s overall goal and level of project oversight. It is important to recognize the type of funding mechanism when assessing the need for negotiation. Some may require negotiation while others are not open to negotiation.

Grant
A grant is a flexible method of financial assistance provided to support a project and its set goals in support of a public purpose with no substantial programmatic involvement from the sponsor.

Cooperative Agreement
A method of financial assistance between a sponsor and recipient(s) that involves a substantial amount of programmatic involvement by both the sponsor and the recipient(s) in completing the awarded activities.

Contract
A contract is a legal instrument for procuring goods or services in which the purchaser has significant programmatic and administrative control over the completion of the project.

Gift
Funds provided to the university for a non-generalized or specific purpose are considered a gift if they:

  • Do not require deliverables or reports on the progress completed

  • Have no specified period of performance

  • Have no fiscal accountability to the donor

This type of funding mechanism is not administered by OSP; it is administered by the Office of Development and Alumni Engagement.

Subrecipient or Consortium Agreement
Agreements under which multiple organizations may need to work together to carry out the project goals. The lead organization may serve as a pass-through entity when selecting subrecipients to be secondary parties to the initial award. The university is regularly a party to subrecipient agreements acting in either the pass-through entity or subrecipient capacity.

Agreement Types

Agreement types can vary between funded and non-funded. Below are some of the agreement types that may be seen in conjunction with sponsored projects.

Funded Agreement
A legally binding agreement that requires signature by the university. It may be used for various types of funding mechanisms including grants, cooperative agreements and contracts. Some additional types of funded agreements are as follows:

Corporate Agreement: Corporate sponsored research agreements are reviewed and negotiated by the Office of Sponsored Programs. Potential corporate partners and faculty are encouraged to use the Stevens Corporate Sponsored Research Agreement template to significantly reduce award negotiation times. Often these awards may involve a pass-through of federal funding where the corporate entity is the prime contractor for a federal government agency. Issues often encountered in these types of contractual agreements are indemnification, warranty and infringement issues, intellectual property, governing law, billing schedules and the inclusion of Federal Acquisition Regulations (FARs) that are inappropriate for academia and must be negotiated.

Non-funded Agreements: Agreements that do not involve a monetary exchange. Some examples of this are:

  • Collaboration Agreement
    An agreement that defines the relationship between two or more collaborators on a project that may have the potential to be funded via a separate mechanism (e.g. grant, subcontract, internal funding, etc.). It typically covers the relative roles and responsibilities of each party, plans for publication and copyright, and intellectual property.

  • Cooperative Research and Development Agreement (CRADA)
    An agreement meant to stimulate research and the commercialization of technology when involving a private company. This mechanism allows all parties to keep the research temporarily confidential under the Freedom of Information Act (FOIA) and the private company to retain the intellectual property rights of any developed inventions.

  • Research Service Agreement
    An agreement where a party is funding other sponsored activities that are strictly for providing research services such as routine testing, processing, or other specialized services. It is regularly a funding document.

  • Task Order/Work Order
    A funding mechanism that whose terms are governed by a separate agreement previously negotiated between the parties (commonly referred to as a master agreement).

  • Data Use Agreement (DUA) / Data Transfer Agreement (DTA)
    An agreement used to transfer data from one party to another, to prevent protected data (such as Protected Health Information (PHI) from dissemination and misuse. It is normally not a funding document.

  • Facilities Use Agreement (FUA)
    These agreements are used to permit the occasional use of specialized equipment or facilities by third party commercial entities. Usage is by the third party and its employees, not by Stevens for such third party. Use by third parties that necessitate a “Facility Use Agreement” must be reported to the Division of Finance Tax Office to assess implications for Private Business Use (PBU) and Unrelated Business Income Tax (UBIT). A copy of the agreement and the associated budget should be included with all such notifications.

  • Intergovernmental Personnel Agreement (IPA)
    An agreement with a Federal agency and an institution that provides for the temporary reassignment of personnel between the two organizations. It is normally used for personnel costs and does not serve as a funding document for a project.

  • Master Agreement
    An agreement between parties that sets out standard terms and conditions that apply to all future projects between those parties, removing the need to renegotiate for each time. It is normally not used as a funding document, but agreements issued under a master agreement regularly are funding documents. All types of agreements listed here can be master agreements (example: master CDA, master DUA, etc.).

  • Memorandum of Understanding (MOU)
    An agreement that details a common plan of action or intent between two parties. It is used when the parties either do not imply a legal commitment or in situations where the parties cannot create a legally enforceable agreement. It is generally not used as a funding agreement.

  • Material Transfer Agreement (MTA)
    An agreement that controls the transfer of tangible materials between parties for research purposes. It is not normally used as a funding document. The exchange of materials between academic (or not-for-profit) institutions is relatively straightforward. To encourage the process of sharing research tools between scientists, the National Institutes of Health and the Association of University Technology Managers developed standard language to simplify material transfers, issued as the Uniform Biological Material Transfer Agreement (UBMTA). The UBMTA is used for many transfers between academic institutions. The UBMTA includes two sample letters: The Implementing Letter Agreement and the Simple Letter Agreement. The first is used for the transfer of materials that are the subject of a patent or patent application or that have been or are likely to be commercially licensed. The Simple Letter Agreement is used for all other transfers.

  • Non-Disclosure Agreement (NDA) or Confidential Disclosure Agreement (CDA)
    An agreement that allows parties to share confidential or proprietary knowledge and information for specific purposes, particularly to determine whether to pursue a project or business relationship between the parties. These agreements restrict access, use, or dissemination for any other purpose. It is not used as a funding document.

  • Teaming Agreement
    This type of agreement indicates a general agreement on the nature of the working relationship between both parties. These can also set forth basic terms related to the ownership of intellectual property and other programmatic issues such as data sharing.

  • Amendment or Modification
    A formal, legally binding document modifying the terms and conditions of an original agreement. Changes often include modifications to the scope of work and budget. Both funded and non-funded agreements can be amended.

Negotiations

Negotiation is necessary between OSP and sponsors when obligations mandated by the sponsor are incompatible with the university’s policies, infrastructure, management practices, or applicable laws and regulations. Negotiations can occur at various stages of the award process. This usually occurs following submission of a proposal and before both parties sign an award agreement.

Terms and Conditions

Terms and conditions are detailed in the award or agreement that funds a project or are incorporated by reference. These requirements can affect both financial and programmatic aspects of the project. Terms and conditions can include compliance requirements, frequency of technical reporting, allowable costs, and prior approval requirements. Therefore, it is important that Departmental Administrators, as well as the PD/PIs, are familiar with all the obligations that are included with accepting sponsored funding.

Federal Contracting
Contracts issued by Federal agencies use the Federal Acquisition Regulations (FAR) as their method of providing recipient institutions with terms and conditions. Individual clauses from the FAR are applied to contracts based on the activities being acquired, the type of institution providing the acquisition, and the Federal laws and regulations that apply to the activities in the contract.

Important Terms and ConditionsPeriod of Performance
The period of performance is the time between the start and end date of the project. It is the period during which the university is allowed to incur costs to complete the work required by the scope of work for the project. It is important to be aware of these time limits to properly manage the scientific progress of the project and compliantly expense funds.

Programmatic Reporting Requirements
Programmatic reporting is the mandatory accounting for the technical and scientific progress of the project. It is important to be aware of the schedule of reporting requirements to confirm that they can be met. If these will constitute a hardship on the programmatic staff, it is important to attempt to mitigate the issues through negotiations.

Budgetary Restrictions
Many sponsors have rules around budgeting and expenditures using their funds. Knowing how and when funds can be spent is vital to compliant project management. All individuals involved with a project should be aware of the sponsor’s budgetary restrictions.

Prior Approval Requirements
Sponsors prohibit certain activities unless the university requests permission in advance of the action. Project changes such as carryover, certain types of rebudgeting no-cost extensions, and types of personnel changes must be reported and approved by the sponsor before the University can proceed. All requests must be routed through your department’s assigned OSP Post Award. It is important that those involved with a project are aware of the mandatory approvals before making any changes to the project.

Final Reporting Due Dates and Requirements
Sponsors regularly mandate how the university accounts for project expenditures. It can include a reporting schedule as well as the format of the reports. Attention to the schedule is important because the University must be able to meet the requirements. If the requirements are not within the University’s abilities, OSP will negotiate the reporting terms and conditions.

Regulatory Requirements
Sponsors may impose requirements surrounding research subjects in addition to those in place at the university. It is important for the PD/PI and project staff to be aware of these terms and conditions so that they can take the steps needed for approval and reporting when working with research subjects.

Common Issues Requiring Negotiations

Some select terms and conditions regularly cause lengthy negotiations between the university and the sponsor. They can have negative impacts on both the PD/PI’s research and the university. Publication RestrictionMuch of the University’s mission relates to its activities as an educational institution and the accessibility of knowledge. Publication restrictions limit the rights of researchers to publish the results of their work. It may negatively affect the University in two ways:

  • Work conducted under publication restrictions may adversely affect student activities. Publication restrictions are not just limited to published articles but also to student dissertations.

  • Dissemination of findings into the public sphere provides the university protection under Export Control regulations. The university functions under the Fundamental Research Exclusion. It exempts the university from certain export requirements because the work done is ordinarily published and shared within the scientific community. By conducting research under a publication restriction, the agreement puts the university’s export control exemptions in jeopardy.

Intellectual Property, Inventions and Licensing
The interests of the university are to be protected. Most sponsors will allow the university to retain the rights to copyrights and intellectual property related to and developed by sponsored projects. However, some sponsors may want to retain them instead. It may result in researchers not being able to develop their results further or incorporate their work in later research. OSP will attempt negotiations to achieve favorable intellectual property rights for both the university and the researcher. Any instance where the sponsor will not provide full rights to the researcher in exchange for licensing of any inventions will be addressed with the PD/PI before accepting the agreement.

Governing Law
Governing Law is a clause in an agreement that specifies the agreement will be subject to the law of a particular jurisdiction. Sponsors regularly include Governing Law clauses that require the Agreement to be subject to the laws of a given state other than New Jersey. The university may only agree to govern law and jurisdiction in the States of New Jersey or New York or must remain silent.

Indemnification
Indemnification provisions allow the parties to allocate the risk of carrying out the obligations outlined in the contract. Generally, the party better suited to minimize or understand the risk is the party that should be responsible for the financial implications associated with that risk. The university limits the amount of indemnification that can be provided to other parties. OSP is required to ensure we do not contractually agree to levels of indemnity above those that the university can accept.

Use of Name
It is important to protect the University’s right to its name, logo, and other trademarks relating to its identity. Occasionally, agreements will not specify that a party must obtain permission to use the university’s name. Stevens needs to have the right to review and approve any use of its name by another entity. This allows the University to maintain its copyrights and prevent unauthorized use of its branding.

Assignment
Assignment determines whether activities or obligations conducted under an agreement can be transferred to another party. Some agreements include terms that allow a sponsor to reassign responsibilities partially or completely to another entity with minimal notice and at their discretion. Having the project be subject to reassignment is a disadvantage to both the university and the researchers. It is important to negotiate assignment terms that require mutual consent by both parties and notice.

Agreement Templates

Often, when accepting a Contract or Other Agreement from an external source, the sponsor or partner will want to use their forms. We should always suggest and offer to send them a copy of our contract templates. Many of these have been created by the Stevens General Counsel; thus, they will contain terms and conditions that are acceptable to the University. This page contains links to a Corporate Sponsored Research Agreement as well as NDAs/CDAs and Other Agreements. NDAs/CDAs (Confidentiality Agreements)

Other Agreements