In Pursuit of Signature: Its a Team Effort! Presented by Patricia Pfister and Lane Campbell Office for Sponsored Research-Evanston August 6, 2012

Introduction Why OSR? n Per Northwestern University (NU) policy, the authority to negotiate and execute awards for research on behalf of NU is delegated from the VPR to the Office for Sponsored Research (OSR) n NU does not honor contracts or commitments made on its behalf by unauthorized individuals What is the Process? n Initial discussions between sponsors and NU faculty or senior research staff occur in a variety of ways n No program or project may be established or undertaken unless a carefully defined research proposal, including a budget, has been submitted through NUs internal review process n An acceptable funding agreement must be negotiated and signed by the authorized representatives of both parties

In June 2012, OSR implemented departmental constituencies for the Senior Contract and Grant Officers This new workload model complements the existing constituency workload model of OSR-Evanston Grants Officers and Grants Assistants The change is intended to enhance quality and efficiency in the contracting function, as well as improve customer service The Senior Contract and Grant Officers will continue to back each other up when either is out of the office OSR-Evanston contracting constituencies information may be found at Constituencies

The constituencies list is posted on the OSR website

n All contract requests should be routed through Proposal Development (PD), with the responsible Grant Officer (GO) being the first point of contact n Occasionally, a Senior Contract and Grant Officer (CGO) will receive a contract directly from a sponsor or as part of initial communications with the PI/sponsor –The CGO will then forward the contract to the GO to ensure that the PD routing process is addressed –Before conducting negotiations, we need to ensure that the PD record contains all appropriate signatures/approvals, and that the basic business terms have been identified (including the scope and budget) n Once the GO has completed initial PD review, the GO forwards to the CGO the PD record number/Sponsored Project # (SP #) and any relevant information provided by the department (including a draft agreement, if available) n The contract negotiations can begin How Contracts Come to Us

n The CGOs rely on the following helpful information provided by the department (via the routed proposal) and the GO when reviewing and negotiating contracts: –Contact information - the sponsor contact including and telephone # –Concise, updated scope of work –Project period and cost –Whether there are any hard deadlines from sponsor or other dates of which we should be aware –Pertinent s or documents relating to communication the PI may have had regarding the contract –If there will be subcontracts issued on the project –Whether there are students on the project, including undergrads –Any known existing or past agreements with the sponsor –If there is a Master Agreement that controls –Whether the contract is fixed-price or cost reimbursable (this is not always known upfront) Helpful Information From You and the PI

n Proposals are submitted through InfoEd Proposal Development, which replaces the former OSR-1 routing form n Pertinent questions which allow OSR to review the request include the following: –PI name, contact information, and eligibility –Sponsor information, contact information, scope of work, the proposed project period and costs –Are there any conflicts of interest which must be disclosed? –Have there been any inventions or patents that relate to this proposal which have been disclosed to INVO? n We read and rely on the accuracy of this information! Importance of the Proposal Routing Form

The Agreement Screen in InfoEd n When a CGO begins negotiating an agreement, the CGO creates an Agreement in InfoEd under the SP #

The Agreement Screen in InfoEd n The CGO enters notes in the Agreement record as the negotiations progress and uploads a copy of the agreement when fully executed

The Agreement Screen in InfoEd n You are encouraged to review the Agreement notes in InfoEd n The OSR Contracting Team runs weekly reports using the Agreement data and uses those reports to track and manage our workload

n The CGO begins review of the proposed contract (if any) or prepares an NU research agreement template to be forwarded to sponsor n After having conducted initial review of the agreement, the CGO will contact the sponsor to discuss the proposed terms. Depending on the issues, the PI is sometimes engaged by the CGO before the sponsor, and later involved in the discussion with the sponsor n Whenever possible, NU will attempt to utilize previously-negotiated terms (provided they have occurred in the recent past), in an effort to facilitate negotiations The Negotiation Process

n Every effort is made to maintain forward progress during negotiations –Regular follow-ups with sponsor, by phone or , to request statuses –CGO will keep dept and/or PI posted on progress, consistent with the wishes of the dept/PI n Over the course of the negotiations, the CGO will typically exchange redlined (edited) agreements with the sponsor, working towards mutually agreeable language in the agreement n Ultimately, the final agreement must conform with NU policies The Negotiation Process

n It is not unusual for the parties to encounter some sticking points along the way, due to competing interests n During those times, we often find that a teleconference is helpful in moving things forward n We may also engage the PI in discussions as that will often make the agreement a higher priority for the sponsor The Negotiation Process

Contractual Terms Often Reviewed and Negotiated n The following clauses tend to be the most problematic clauses in an agreement, and many negotiations involve one or more of them: –Intellectual Property/Data Ownership –Publication –Restricted, Proprietary, Classified Research –Export Control –Warranty –Indemnification –Confidentiality and Non-Disclosure –Termination

A Typical Negotiation STEP 1 OSR receives request to review contract or initiate discussions with sponsor STEP 2 OSR conducts initial assessment, laying the groundwork for contract negotiations receives

A Typical Negotiation STEP 3 OSR contacts department to initiate review of contract request - proposal routed through PD STEP 4 OSR forwards its comments on the initial draft agreement to the sponsor, typically by redline receives

A Typical Negotiation STEP 5 OSR engages the sponsor in an ongoing back-and-forth negotiation of the terms of the contract receives

A Typical Negotiation STEP 6 Parties agree to terms – OSR checks with PI/dept to confirm STEP 7 Signature process can begin. Either party can initiate the process. OSR can accept electronic signatures receives

A Typical Negotiation STEP 8 Signed agreement in place + all admin. and compliance issues addressed (IRB, COI, overhead, etc.) = award setup can begin STEP 9 Chart string is issued and the department is notified that spending is authorized on a sponsored account receives

Helpful Hints n Each contract negotiation is unique n If project-related information changes during contract negotiation, let us know n Contract negotiations often conclude within 2-3 weeks. Occasionally, when there are terms counter to the Universitys mission, or terms presenting other issues, a longer time frame can be required. In these cases, we will be working proactively with you and the PI (as well as the sponsor) to reach resolution on the contract.

When the Contract is Fully Executed Congratulations! Work on the project can begin!

Questions ? n Patricia Pfister Extension n Lane Campbell Extension