University Contracting The University of Arizona Office of Research and Contract Analysis (ORCA)

ORCA Services ORCA is the unit that negotiates contracts and grants on behalf of the University. ORCA works with Sponsored Projects but is separate from them. ORCA ensures the University does not commit itself or its employees to terms and conditions which are outside of State and/or Federal law and the policy of the Arizona Board of Regents. CONTRACT – Utilized for the acquisition of property/services/information. Establishes the rules for a relationship between the University and another party – how it is structured, how it is implemented, and how it is evaluated. GRANT – Utilized to transfer money, property, things of value from a sponsor (usually the federal government) to a recipient usually to accomplish a public purpose. Recipient works independently and reports results to the sponsor at the end of the project. Little input from sponsor.

Types of Agreements  Grants  Industry Contracts  Collaborative Agreements  Clinical Trial Contracts  Material Transfer Agreements  Confidentiality / Non-Disclosure Agreements  Sales and Service Contracts  Memoranda of Understanding  Interagency Agreements  Teaming Agreements  Incoming and Outgoing SubAwards

Who can Sign? Only University Signatories, approved by the University of Arizona President’s Office, are authorized to bind the University.  ORCA has two signatories, Lewis Barbieri, Director and Lee Anne T. Peters, Contract Officer.  Agreements not signed by an authorized signatory must be between an individual and the contracting party and cannot name the University of Arizona as a party to the agreement.

Inherent Conflict Companies want:  To protect proprietary rights and information  To maximize economic gain  Rights in data or results Universities want:  To broadly disseminate scientific knowledge  To openly collaborate with other scientists  Maintain obligations to research funding sources

Discussion Points In general, across all agreement types, there are several areas where sticking points can happen. Some of these points are:  Indemnification  Intellectual Property  Data Ownership  Publication Indemnification: UA requires industry partner to be responsible for a industry partner’s use of UA’s results and, if materials are involved, for manufacturing defects of industry partner’s materials. Intellectual Property: UA may not allow industry partner to own inventions that are anticipated by Investigator’s scope of work or which necessarily use or incorporate Investigator’s ideas or know-how. Data Ownership: UA retains ownership of all original/raw data. Industry partner may own the deliverable or report. Publication: UA will acknowledge an industry partner’s financial or material contribution; however, UA must be able to freely disseminate/publish results without restrictions.

Discussion Points Confidentiality: Arizona has a very broad Public Records Act which prompts UA policy to require information sent to UA by an industry sponsor to be marked as “confidential.” Mandatory Language: UA is required by Arizona legislation to include four distinct clauses in all of its contracts. Equal Opportunity and non- discrimination Arbitration or mediation Conflict of interest State Obligation Additional sticking points are:  Confidentiality  Mandatory Language

Ways to Help There are ways you can help the process move more efficiently.  Provide ORCA with a budget, if funded, and scope of work for the project or service.  This will assist us in determining what type of agreement you need.  If your Sponsor has provided you with an agreement, send it to ORCA as soon as you receive it. If your Sponsor asks for an Agreement, notify ORCA as soon as it is requested.  If the Sponsor sends an Agreement, please make sure it is a modifiable Word document.  Please provide us with the name and contact information for the individual you are working with at the Sponsor organization.  Remember, ORCA needs time to review and negotiate. The earlier we receive the request, the better for all parties.

Ways to Help Continued:  For sponsored research projects, route your budget and scope of work through SPS while ORCA is reviewing the agreement.  This will prevent your completed agreement from being held while these things are routed.  For MTAs, send ORCA directly the Agreement and a completed MTA Questionnaire (located on the ORCA website).  For CDAs, offer the University’s standard template (located on the ORCA website).  For Sales & Service projects, send the completed transmittal memo and UBIT Questionnaire along with any other information (scope of work, agreement, etc.) to the ORCA general address.  Contact the ORCA general to gain a blank UBIT Questionnaire and transmittal memo.

Continued:  Inform ORCA of any compliance issues, such as Export Control, Conflict of Interest, etc.  These issues should be known prior to ORCA receiving the agreement and ORCA needs to be aware to allow appropriate negotiation of the agreement.  Have a clear understanding of how Students will be involved in the Project.  How the Student interacts and his/her role in the research can affect negotiations and other processes. Ways to Help

Students Students working on Projects Paid Employee vs. Unpaid, Non-Employee Students Paid Employee Students:  Are bound by the terms of their employment, similar to that of the PI or other Staff.  Are obligated to terms of Confidentiality and Intellectual Property Rights, similar to PI and other Staff.  Are obligated to the terms of the Agreement for the Project, similar to PI and other Staff. Unpaid, Non-Employee Students:  The University has no power to bind the Student to the terms of the Agreement for the Project.  The University cannot obligate the student to the confidentiality or intellectual property requirements of the Agreement for the Project.  The Student may have to sign an individual agreement with the Sponsor for the Project.  ORCA cannot negotiate these individual Agreements.

Overview

  Best way to contact the office.  Ask general questions, request forms, send attachments, etc.   View/download template agreements.  “Type of Contract” quiz.  ORCA main phone line – (520) TIPS