Please begin by noting that The University of Iowa, rather than the UI project director, is considered the contracting party in relation to formal agreements, so that all contracts must be reviewed and accepted by the institution instead of, or in addition to, the individual. The UI encourages relationships with the corporate sector and has participated in a wide variety of agreements serving a range of purposes, including such things as basic and applied research, evaluation, training, demonstrations, and public-service partnerships. Each contract comes with general and special conditions, which must be thoroughly reviewed prior to acceptance.
While the content of individual contracts varies widely, the need for certain basic elements remains fairly constant. Contracts typically include sections and stipulations to address the following issues:
- Confidential Information, Proprietary Information, Proprietary Data -- Confidential Information is information exchanged between two parties; the receiving party must keep the information confidential and may not disclose it to any third party. Proprietary Information constitutes a trade secret and/or information that is commercial or financial and confidential or privileged. Proprietary Data is defined as technical data submitted to the sponsor under a contract and subject to protection by the contractor.
- Cost and Billing -- The portion of a contract that discusses costs, establishes the limitations on costs, and provides information on how the contractor will recover its costs.
- Governing Law -- A statement of the laws under which legal disputes would be resolved. In general, State of Iowa law should govern University of Iowa contracts.
- Indemnification -- A contracting party's agreement to hold the other party harmless, to secure the other party against loss or damage, or to give security for reimbursing the other party in case of an anticipated loss.
- Insurance -- A statement of the protection in place against the risk of loss or harm.
- Intellectual Property -- The portion of a contract that defines and describes the ownership and disposition of copyrights and inventions resulting from the sponsored project.
- Key Personnel -- A section that identifies the project director or principal investigator and other key personnel associated with the technical direction of the project.
- Publication Rights -- A section intended to protect investigator and University rights to publish the results of the research, establishing freedom from any sponsor-imposed publication restrictions.
- Scope of Work -- A statement of all work fairly and reasonably within the contemplation of the parties at the time the contract was made. In the alternative, there may be a similar Statement of Work, describing the actual work to be done by the contractor and outlining specifications, performance dates, and quality requirements.
- Technical Reports -- A section to outline the requirements for reporting research results to the sponsor, as the University's fundamental responsibility under a contract.
- Term -- A statement to establish the period of time for conducting and completing the project, establishing the project start and end dates to define the specific period of time for which the funds are provided.
- Termination -- A section to define the process for early termination by either party and the disposition of other contract terms in the event of early termination.
There is, in addition to these common elements, an unlimited selection of contract clauses that a sponsor may include in relation to a given project. This is especially true of federal contracting requirements in relation to federally legislated social programs, which tend to be quite detailed.
The State of Iowa Board of Regents has delegated contract signature authority to the University's President, authorizing the President to enter into contracts and similar agreements on the University's behalf. This contracting authority has been further delegated on a limited basis to the Director of the Division of Sponsored Programs and a subset of DSP Senior Associate Directors. DSP's contracting authority extends only to the following types of agreements:
- Clinical Trial Agreements;
- Consortium Agreements/Subcontracts from other University Sponsors;
- Consulting Agreements;
- Cooperative Agreements;
- Federal Research and Development Contracts, including Purchase Orders;
- Grant Agreements;
- Industrial Research Agreements, including Purchase Orders;
- Material Transfer Agreements;
- Non-Disclosure Agreements and Confidential Disclosure Agreements;
- Pharmaceutical Service Agreements;
- Research Contracts with Private Entities;
- Research Teaming Agreements; and
- State Agency Agreements/Contracts, with the exception of 28E Agreements.
These eligible types of agreements must be forwarded to the Division of Sponsored Programs, 2 Gilmore Hall, for review, negotiation, and signature.
For additional information, please visit the DSP Contracts and Subawards site.