1. Contracts, Contracts, Everywhere! Some pointers on what to expect in a research contract. Heather Gallant, Coordinator, Business Development, Contracts, Technology Transfer hgallant@ryerson.ca 416-979-5000 ext 7521

2. What’s up with Contracts? • Contract vs Grant • Anatomy of a Contract • Who does what? Contracts at ORS • Where to get information • How to find/build a contract opportunity • Variations

3. CONTRACT vs GRANT • Both: agreements for sponsored research • Contract: • more rigid scope of work ~ DELIVERABLE • sometimes collaborative • usually not the result of competitive process • can result from personal/professional contacts • ** more extensive obligations to sponsor **

4. Anatomy of a Contract • Defined parties • funding agency/company vs. university • University acts on PI’s behalf (liability issue) • PI acknowledges the terms • Effective Date // Project Term • Define Project Scope (attached appendix) • Budget Details (attached appendix)

5. Anatomy II • Payment Schedule • Reporting Schedule • Interim and final reporting • Deliverables • Confidentiality • Publication/publicity • Research Results • Inventor/University Ownership of: • Results, Data, Intellectual Property • License of research results to sponsor • Non-exclusive, noncommercial license (free) • Option to commercial (royalty bearing)

6. Anatomy III • Indemnification, Force Majeur • Warranty • Dispute resolution • Termination • Legal minutia • Governing law, non-assignability, future relationship/independent parties whole agreement, survival clauses, etc

7. Problematic Contract Clauses • Restriction of academic freedom read: PUBLICATION RIGHTS • Assertion of excessive ownership rights by sponsor • Sponsor demands inappropriate indemnification or warranty

8. Who does what? Contracts at ORS • Susan Haggis Grants/Contracts Officer Physical and Life Sciences • Alex Karabanow Grants/Contracts Officer, Ethics Social Sci & Humanities • Heather Gallant Coordinator BD, Contracts, Tech Transfer • Bob Dirstein Director, ORS • Rose Jackson Coordinator Project Administration • Denise, Rob, Anton Financial Analysts

9. Where to get information • Contract procedures: • Grant/Contract Officer (Susan or Alex) or Heather or Bob • Financial management/cost centre issues: • Financial Analyst or Rose • Grant/Contract Authorization form: • http://www.ryerson.ca/ORS/

10. How to find a contract opportunity • Approach your industry contacts • Funding agencies may have leads • OCE • Government sources • Check out RFPs • Often posted on-line • Conferences, trade shows • Peers/networks

11. Build the Contract • Develop Contract Proposal in response to a RFA or RFP • Outline how you will undertake specific and narrowly defined tasks controlled by funder • RFA/P must go through ORS before submission (like a grant) <<OR>> • Discuss opportunity with (potential) partner • Ask sponsor how they handle university research contracts • Contact ORS // forward their contact info • Decide on Scope of Work/Budget together • Anticipate significance of research results (manage IP expectations) • Communicate with ORS • ORS negotiates contract terms in consultation with you

12. variations • Joint development • Each party works on part of the project • Collaborative research • Parties work together on project • Leveraged funding opportunities • Match industry $ with granting agency $ These are complex relationships. Please inform ORS of your plans EARLY.