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

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

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

3. Establishing External Sales Agreements (Contracts) Procedure

4. 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

5. 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?

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

7. Contract Library Utilize standard U of M agreements whenever possible, available at OGC website:www.policy.umn.edu/contracts/ 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: 01.29.02 Revision Date: 11.16.10

8. Contract Library 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: 01.29.02 Revision Date: 11.16.10

9. Contracts 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

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

11. Department Information • 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

12. Customer Legal Name 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: http://mblsportal.sos.state.mn.us/ • Other states http://www.secstates.com/MN_Minnesota_Secretary_of_State_Corporation_Search/ • External Sales Office

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

14. Jurisdiction 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

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

16. Description of Services 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

17. Description of Services 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.)

18. Example of Description of Services • Water sample analyses: 22 chlrorphyll/phaeophytin and 22 total phosphorus for samples collected in October 2014. • 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. • Laboratory services to include: blood draw, sample processing, requisition completion and patient parking expense, as further detailed in Exhibit A.

19. Compensation • 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 $3,545.35 (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.

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

21. Term 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.

22. Term 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

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

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

25. Amending a Service Agreement 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

26. Service Agreement Short Form-Keith 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

27. Lab Use Agreement 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

28. Workshop Agreement 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

29. Confidentiality Agreement 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

30. Confidentiality Addendum 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

31. Questions Questions & Answers

32. External Sales Contact Information extsales@umn.edu Keith Jansen – 4-5540 Russ Bakke – 4-8835 Steve Brandeen – 4-9014