Common Topics in Reaching an Agreement for a Sponsored Project
with the University of Arizona, a Public University
Contracting Party: The contracting party for the University is the
Arizona Board of Regents on behalf of The University of Arizona.
Payment:
The payment schedule must provide a consistently positive cash flow. This
necessitates a payment prior to initiation of the project. This payment
typically is made when the agreement is fully executed. Subsequent payments
can be as fixed amounts or on a cost reimbursement basis depending on the
agreement. The final payment will be adjusted for the advance payment. A
refund will be made if the prepayment exceeds the final amount due.
Intellectual Property: Intellectual Property: Intellectual
property developed by the University, regardless of the source of funding,
is the property of the University. Agreement language providing the sponsor
with an option to negotiate a license can be incorporated in to the research
agreement. The financial terms of such license can only be negotiated
after the disclosure of the intellectual property to the University Office
of Technology Transfer. If joint intellectual property is a possibility,
equitable provisions can be negotiated.
Confidentiality: The University can agree to hold material provided by
sponsor confidential for a reasonable period of time, subject to certain
provisos. The confidential material must be in writing and marked as
confidential.
Publications: Publication of results is a major objective of the
University, and University employees must be able to publish the results of
their work. Reasonable delays can be negotiated to allow for review by
sponsor and deletion of sponsor’s confidential or proprietary information,
if inadvertently included, or to allow time to protect intellectual
property.
Governing Law: Contracts will be governed by the laws of Arizona. As a
state agency, the University cannot agree to be governed by the laws of
another state or country.
Indemnification: As a state agency, the University cannot agree to
indemnify or hold harmless (Arizona Attorney General’s Opinion No. 67-36-L).
Warranty: As a state agency, the University cannot agree to warrant or to
guarantee (Arizona Attorney General’s Opinion No. 67-36-L). The word
represents or affirms can be substituted for warrants or guarantees.
Insurance: As a State Agency, the University participates in a statutory
program of liability coverage as provided under ARS Section 41-621 et. seq.
Termination: In addition to the termination clauses commonly included in
contracts, the University may terminate research contracts upon thirty (30)
days written notice to the sponsor if funding for the project is fully
expended in accordance with the budget and the scope of work, or if
performance of the project scope of work is substantially completed.
Nondiscrimination (must be included in all contracts): The Parties agree
to comply with the provisions of applicable State and Federal laws and
regulations governing Equal Employment Opportunity and Non-discrimination.
Arbitration (must be included in all contracts): The parties agree that
should a dispute arise between them, in any manner concerning this
Agreement, and said dispute involves the sum of Thirty Thousand Dollars
($30,000) or less in money damages only, exclusive of interest, cost or
attorneys' fees, the parties will submit the matter to Binding Arbitration
pursuant to the Arizona Supreme Court Rules for Compulsory Arbitration
except that the decision of the arbitrator(s) shall be final and binding
upon the parties. The matter will be heard by an arbitrator selected by the
parties.
State Obligation (must be included in all contracts): The parties
recognize that the performance by the Arizona Board of Regents for and on
behalf of the University of Arizona may be dependent upon the appropriation
of funds by the State Legislature of Arizona. Should the Legislature fail to
appropriate the necessary funds, or if the University's appropriation is
reduced during the fiscal year, the Board of Regents may reduce the scope of
this Agreement, if appropriate, or cancel this Agreement without further
duty or obligation. The University agrees to notify other party(ies) as soon
as reasonably possible after the unavailability of said funds comes to the
University's attention.
Conflict of Interest (must be included in all contracts): This Agreement
is subject to the provisions of A.R.S. § 38-511 regarding Conflict of
Interest. The State of Arizona may cancel this Agreement if any person
significantly involved in negotiating, drafting, securing, or obtaining this
Agreement, for or on behalf of the Arizona Board of Regents, becomes an
employee in any capacity of the other party or a consultant to the other
party with reference to the subject matter of this Agreement while the
Agreement or any extension thereof is in effect.
Addresses for Notices Via U.S. Postal Service: Via Fed Ex, UPS or other
expedited delivery:
SPONSORED PROJECTS SERVICES SPONSORED PROJECTS SERVICES
PO BOX 3308 888 N EUCLID AVE RM 510
TUCSON AZ 85722-3308 TUCSON AZ 85719-4824
Phone (520) 626-6000
Payment Address
Payments via U.S. Postal Service SPONSORED PROJECTS SERVICES FRS #TBD
PO BOX 44390
TUCSON AZ 85733-4390
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