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Agreements Overview

This overview provides an in-depth understanding of different types of sponsored agreements, including analysis and testing agreements, memorandums of agreement, sponsored project agreements, and master agreements. It also explains what is negotiated in these agreements and why, particularly focusing on intellectual property, indemnity, governing laws, payment terms, and publication rights.

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Agreements Overview

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  1. Agreements Overview Matthew Ronning Associate Vice Chancellor Sponsored Programs and Regulatory Compliance Services

  2. The Continuum of Sponsored Agreement Types • Analysis and Testing Agreement (ATA) • Similar to a clinical trial. • Routine testing based on client’s protocol. • No Intellectual Property. • Full unadulterated indemnity of the University • Run through Purchasing Department. • Memorandum of Agreement (MOA) • Once per PI-Sponsor relationship. • Once per University-Sponsor relationship in same or similar research • Non-negotiable terms and conditions • 25K and 15%

  3. The Continuum of Sponsored Agreement Types • Sponsored Project Agreement • Scholarly exploration and production • Cooperative/Collaborative Agreement • Partnership of intellectual and financial capital and shared productivity • Master Agreements • Long-term • Higher volume • Expansive Benefit

  4. What is Negotiated and Why? Undergrads • MOA – Non-negotiable, that’s why it has a minimal overhead. • ATA – Non-negotiable, it’s a service and we don’t own anything anyway. • SPA – Sponsored Project Agreement • Everything is negotiated. Here are the sticking points • Intellectual Property • Indemnity • Governing Laws • Payment terms • Publication Rights • Why do we care? Public as Constituent Grad Students Faculty Freedom

  5. Why do we care? • Intellectual Property • 97-14 and Bayh Dole – Ugh, this again? • Tax implications on public financing of facilities • Private use • Government promulgates rights • Must have level of consistency • Yes, these are huge issues and hurdles especially when companies say “We’ll just take this research international!” • Publication Rights • Confidentiality and IP preservation is an issue and we are sensitive to these issues • Why even do the work if you can’t publish it? • Pre-publication “Approval” kicks us into Export Control considerations plus it potentially compromises academic freedom.

  6. The Continuum of Supporting Agreement Types • Materials Transfer Agreement (MTA) • Control environment • Clarification of ownership • Restriction on further transfers • Confidential Disclosure Agreement (CDA) • Proprietary or confidential information (CI) • Maintenance and Stewardship of CI • Disposition of CI • Teaming Agreements • Proposal stage

  7. Where is there more information? • SPARCS Website • Faculty Toolbox http://www.ncsu.edu/sparcs/forms/agreements.html http://www.ncsu.edu/sparcs/guide/

  8. The Bureaucrats Facilitators • Sponsor Contracting Officers • Now some of these are Bureaucrats • Faculty • Office of Legal Affairs (OLA) • Office of Technology Transfer (OTT) • Contracts and Grants Accounting Office (C&G) • S • P • A • R • C • S

  9. The Flow of this Stuff • Stand-alone MTA, CDA and Licensing of IP- OTT • Input from Faculty and as needed from OLA • ATA – Purchasing • Sponsored Agreements – SPARCS • Input from Faculty (usually through College officers) and as needed from C&G, OTT and OLA • OLA is engaged only by SPARCS

  10. Where do I start, I’m confused • The College Business Office – Carolyn Bunn’s office, specifically. • You are welcome to contact SPARCS or OTT if you have questions also. • Ultimately, you should not contact OLA without first going through SPARCS or OTT. • Coordinate with Carolyn’s Office.

  11. A word on Gifts • Gifts Differ from Sponsored Projects in that they: • Require no deliverables or technical reporting • Contain no restrictions • Are donations of funds for global purposes • No CDA, MTA or any associated agreements http://www.ncsu.edu/sparcs/policy/gifts_grants.html

  12. Processing • Contact CALS Business Office • ATAs require service center and route through purchasing • Sponsored Projects start with a proposal and route through PINS to CALS Business Office • Negotiations handled by SPARCS and coordinated through CALS Business Office and PI • CDA and MTA – Work through CALS Business Office and OTT • The Proposal and Sponsored Agreement Process Unmasked • Proposal – PINS • SPARCS currently does not follow up on pending proposals unless we have reason to know they will be funded.

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