External Sales Agreements (Contracts) – Filling out the Forms October 9th, 2014 University of Minnesota

Keith Jansen – Manager Internal/External Sales Russ Bakke – Financial Analyst TAIES Steve Brandeen – Financial Analyst TAIES 2 Introductions

Establishing External Sales Agreements (Contracts) 3 Procedure

Which standard agreement to use How to fill out the standard agreements for establishing External Sales (Contracts) Typical language for description of services to define only the contract deliverables Session Objectives 4

Services Agreement - services provided (testing or consulting) Short Form Services Agreement – services less than $5,000 and low risk Lab Use Agreement – use of equipment in a lab assisted or unassisted by staff Workshop Agreement – seminar or presentation Which one to use?

Description of Services Legal Entity Type Jurisdiction Compensation Term Customer Information Signatures Contract Sections

7 Utilize standard U of M agreements whenever possible, available at OGC website: Select External Sales & Purchases Agreement then External Sales Standard Agreement – University’s form with no changes to terms and conditions If standard agreement is used, OGC does not review unless specifically requested FORM: OGC-SC102 Form Date: Revision Date: Contract Library

8 A word about using the most current version of the forms… Always go to the contract library and use the most current version Saved version may not be updated with current terms and conditions FORM: OGC-SC102 Form Date: Revision Date: Contract Library

9 Standard Contracts Library includes: Service Agreement – OGC-SC102 Lab Use Agreement (Individual) – OGC-SC103 Lab Use Agreement (Company) – OGC-SC104 Workshop Agreement – OGC-SC251 Short Form Services Agreement – OGC-SC109 Confidentiality Agreement – OGC-SC205 Confidentiality Addendum – OGC-SC106 Confidentiality Addendum with Results– OGC-SC107 Contracts

10 Use for providing any professional service Equipment testing Sample analysis or testing Consulting Editing Surveys Analysis of data Service Agreement

11 Department ID # ESAF # for activity “This Agreement is entered into by University through its” …. (enter department description per Chart of Accounts for the DeptID#) Handout provided: Service Agreement and Instructions Department Information

12 The Customer's legal name (e.g., ABC Consulting, Inc.) Customer can provide Look up on the internet on customers website Minnesota Business & Lien System located at: Other states te_Corporation_Search/ te_Corporation_Search/ External Sales Office Customer Legal Name

13 Handout provided: Legal Entities Legal Entity Type Legal Entities Type: C- Corporation LLC – Limited Liability Corporation S- Corporation Sole Proprietorship or Partnership

14 The Customer's jurisdiction is the state in which the customer is registered or incorporated and determines where they would litigate. This can be provided by the customer Look up online Jurisdiction

15 Should include: Service to be provided Deliverables May be attached and referenced in the Description of Services such as, "See Attachment A". Description of Services

16 Should not include: Information about defining the process in which the service will be provided (statement of work, procedure or scope of work). “Cut and Paste” unedited information from another source Names of individuals performing the work Other individuals or entities Other contracts, purchase orders or agreements Services provided for exchange of other goods and services Description of Services

17 Should not include: Contingencies Payment based on the successful results or customer sales Conflicting terms and conditions Defining activity that is not a External Sale (excluded transaction, SPA or Gifts) Reference to a grant or obligation of the grant or another agreement Price not based on recovery of all costs (honorarium, royalties, appearance fee etc.) Description of Services

18 1. Water sample analyses: 22 chlrorphyll/phaeophytin and 22 total phosphorus for samples collected in October Services utilizing analytical instruments to probe composition, structures and properties of materials and devices provided by Company, including but not limited to some or all of the following per price list. 3.Laboratory services to include: blood draw, sample processing, requisition completion and patient parking expense, as further detailed in Exhibit A. Example of Description of Services

19 Review project budget and pricing to make sure that all costs are accounted for in the rate and total price. Format: Three thousand five hundred forty five and 35/100 $3, (like writing a check) USD – United States Dollars – (no foreign currencies) Compensation shall be paid in the following manner: XX % upon signing of this agreement, with XX % the balance payable as follows (check one of the boxes below). –Weekly, or –Monthly, based on work completed. –Or milestones, installments, quarterly or other payment terms. Compensation

20 Attn: Name of Company or individual (same as legal entity) Name of Individual contact or Accounts Payable Address Phone No. Facsimile: Customer Information – Invoices sent

21 Term section of the agreement. Enter an 'Effective date' (start date of the project after signature of the customer) Enter an 'Expiration Date' (stop date of the project) Be sure to include extra time for contingencies such as bad weather, staff illness, or time to complete deliverables etc. Term should be three years or less. Contact External Sales if greater than three years. Term

22 Not to include in term: A start date defined by an event  Funding, completion of a project, hiring a new employee An end date defined by an event  One year after start date, completion of task or project Start date prior to signature of customer Term

23 Attn: Name of Company Name of Individual or Accounts Payable Address Phone No. Facsimile: Notices

24 Regents of the University of Minnesota Name of Company By: _________________ Name: _______________ Title:_________________ Date:_________________ Witness Section

25 Contract has been identified as an agreement that can be modified Description of Services – additional services and language which does not replace the original description of services Term – end date extended to complete original services or new services Compensation – define additional dollars for aditioanl services Consideration of the desire to continue original agreement Handout proved: Amendment and Instructions Amending a Service Agreement

26 UNIVERSITY SHORT FORM SERVICES AGREEMENT All of the items listed on the Standard Service Agreement Submitted by: department contact Date Submitted: date sent to customer Special Considerations: should be put into Description of Services Only customer needs to sign Handout provided: Service Agreement Short Form and Instructions Service Agreement Short Form- Keith

27 Use of lab equipment or supervised lab use by company or individual representing themselves Term is typically open ended “This Agreement is entered into by University through its”… (enter department description per Chart of Accounts for the DeptID#) Handout proved: Lab Use Agreement and Instructions Lab Use Agreement

28 Workshops, seminars or presentations development by the department were the information is owned by the University or staff Description of Workshop/Presentation: include title of the presentation or material Date, Location, and Time: Payment defined by the contract; Due on the day of the workshop/presentation or receipt of invoice Obligation of Company: room requirements, power, equipment, internet hook-up, company staff to assist, etc. Handout provided: Workshop Agreement and Instructions Workshop Agreement

29 Stand alone Agreement – OGC-SC205 Agreement is used when a Company wants preliminary discussions that may or may not lead to agreements between the University and the Company or individual to be kept confidential. Effective as of: enter date (before discussions start) Information relating to: enter the subject matter Handout proved: Confidentiality Agreement and Instructions Confidentiality Agreement

30 Attached to a Service Agreement: OGC-SC106 Information Only OGC-SC107 Information & Results Used when a Company wants information it submits and/or the results the UMN generation to be kept confidential. Service Agreement Dated: enter date service agreement starts Information relating to the Service Agreement Handout provided: Confidentiality Agreement and Instructions Confidentiality Addendum

31 Questions & Answers Questions

32 Keith Jansen – Russ Bakke – Steve Brandeen – External Sales Contact Information