Award Negotiation & Execution

The SPA Negotiation Team negotiates a variety of agreements for sponsored activities taking place on the Urbana-Champaign campus. These agreements are legally binding documents between The Board of Trustees of the University of Illinois and another party that describe the obligations and commitments of the parties. The most common types of agreements negotiated by SPA include Sponsored Research Agreements, Technical Testing Agreements, Non-Disclosure Agreements, Material Transfer Agreements (incoming materials), Data Use Agreements, Software License Agreements (research related), Visiting Scientist Agreements and Collaboration Agreements.  However, due to the many unique collaborations of our faculty, there are many hybrid types of agreements that may have a mix of terms. 

These agreements can range from a grant, which is typically the least restrictive of contractual mechanisms and often issued by federal sponsors under a financial assistance program or by Foundations or non-profit entities to a more complex contract with restrictive terms and conditions negotiated with federal agencies and private industry.

Conduct of the Project

SPA negotiators will review the terms and conditions of the agreement to determine if the terms meet university policy as well as state and federal laws and regulations. They will rely on the principal investigator (PI) to review the statement of work, budget, period of performance, and reporting requirements within the agreement. When the sponsor proposes terms and conditions for the project which have a direct impact on the implementation of the project or risk to the university, the negotiator will work with the PI and the unit to assess the risk and determine whether to accept these terms and conditions. These conditions include such elements as exceptions to the university’s intellectual property policy, restrictions on publications, restricted access to information, confidentiality, limitations to participation of foreign nationals, governing law, and warranties and unreasonable liability. When the sponsors propose such terms, it may be necessary to seek the assistance of other units on campus such as University Counsel or Risk Management and approval of the responsible unit head, SPA leadership, or the Vice Chancellor for Research.

Award Execution

The University Comptroller and the Comptroller delegates are the only authorized representatives to bind the university under a contract. Any formal acceptance of agreements or related documents, as may be required by the sponsor, can only be formalized by persons in SPA who are authorized to sign the University Comptroller's name.

Terms and Conditions

The university has standard policies and objectives when negotiating contract terms and sponsor acceptance of these conditions can greatly facilitate the negotiation process. General terms and conditions that often involve negotiation include the following. 

Indemnification

As a state institution, the university cannot be responsible for actions other than our own and our ability to indemnify is limited by our statutorily authorized self-insurance. The university will not assume liability for the sponsor’s use of results, intellectual property, or deliverables, nor for third party claims arising from the sponsor’s use of results, intellectual property, or deliverables.

Governing Law and Jurisdiction

The university takes the position that Illinois law should govern the interpretation of a research agreement, particularly if the research will be performed in Illinois. Claims against the university must be filed in the Illinois Court of Claims in accordance with the Illinois Court of Claims Act (705 ILCS 505).

Arbitration

As a state-funded, non-profit institution of higher education, the university typically does not agree to arbitration because it requires the university to surrender its sovereign immunity and the advantages of the Illinois Court of Claims Act.

Disclaimer of Warranty

Warranty provisions cannot be accepted. The university will make no representations or warranties, expressed or implied, regarding its performance under any research agreement, including but not limited to any warranty of the merchantability, use or fitness for any particular purpose of the research results, and any warranty against infringement of any intellectual property rights.

Publication

The university, as an education institution, must be free to publish research results. If required by the sponsor, the university will provide the sponsor a short time period (usually 30 days) in which to review proposed publications, manuscripts, abstracts, and presentation materials in order to determine whether there is potentially patentable subject matter or sponsor’s confidential information is disclosed.

Confidentiality

Any confidentiality obligation should provide

  • a clear definition of the 'confidential information' along with the scope, permitted uses and access,
  • a requirement that all such information is labeled or otherwise identified or summarized in writing as confidential or proprietary at the time of disclosure,
  • generally accepted exclusions to the obligation of confidentiality, and
  • a time limit on the period of confidentiality.
Insurance

The university maintains a statutorily authorized self-insurance program and a Certificate of Coverage can be provided upon request to SPA.

Intellectual Property

As a general rule, inventions conceived solely by university personnel in performing the research project belongs to the university. The sponsor may receive rights to use the invention for research purposes with an option to negotiate a commercial use license in a defined field of use.

Export Controls

The university complies with U.S. export laws and regulations. Prior to accepting any export-controlled data or materials, the university’s Export Compliance Officer, in consultation with the PI will make an informed decision as to its ability to accept such data or materials.

Learn More About Export Controls

Job Aids

Industry and Private Funding Matrix

This matrix identifies typical attributes associated with a variety of industry and private funding contracts. The matrix also seeks to clarify the nature of gifts, grants and contracts from industry for our campus units, and to provide guidance for prospective industry partners. Contact SPA with any questions.

Attribute

Charitable Contribution or Gift

Affiliations1

Grant

Facilities Use (Research Facilities and Equipment)

Technical Testing

Negotiated Contract: Revenue Generating

Negotiated Contract: Research and Sponsored Activity

Intellectual Property Terms (Inventions, Copyrightable Works)

Illinois owns; sponsor gains no free rights to use

Illinois owns; members have rights to license

Illinois owns

Sponsor owns

Sponsor owns

No rights granted to customer unless specified in the contract deliverables

Illinois owns with license option to sponsor

Publication Terms

No restrictions; may acknowledge donor support in publications

No restrictions, but publications may be reviewed by members before release to the public

No restrictions

Not applicable

Sponsor can prohibit publishing of test results

Not applicable

Illinois retains publication rights with sponsor review

Scope of Work

May be unrestricted or targeted toward donor intent

No specific direction by member except as generally allowable under grant

Investigator-defined project scope

Defined research purpose for use of university-specialized equipment or facilities

Services requested as described by customer or unit

Detailed work statement defining commodity or service

Detailed work statement defining project or activity; PI or sponsor defined

Deliverables

None; gift acknowledgement or summary report

Progress reports/copies of publications and invention disclosures

Financial and progress reporting; no expectant tangible results

Not applicable

Specified proprietary test results; no analysis

Tangible products or service

Reports, work product, or other deliverable on specific dates

Typical Payment Mechanism

Check in advance

Check in advance

Cost-reimbursable

Billable rate

Billable rate or cost reimbursement

Billable rate

Cost reimbursement or fixed price

Agreement Mechanism

Letter stating gift or charitable contribution

Membership agreement

Grant agreement

Facilities use agreement2

Testing agreement2

Revenue generating template or negotiated terms and conditions2

Sponsored research agreement template, or negotiated terms and conditions

Facilities and Administrative Costs

None

15% unless otherwise restricted by underlying grant

Full negotiated rate based on underlying activity

Other sponsored rate

Other sponsored rate

F&A is not assessed, but rates charged to customers are fully loaded with all applicable costs

Full negotiated rate based on underlying activity

Institutional Review

UIF

SPA Pre-Award

SPA Pre-Award

SPA Pre-Award2

SPA Pre-Award2

OBFS Contract Services Office (CSO)2

SPA

Banner Fund Type

 

4 or 5

4 or 5

4 or 5 (3Q if under $10K)

4 or 5 (3Q if under $10K)

3

4 or 5

Account Management

UIF, college/unit

SPA Post-Award

SPA Post-Award, college/unit

SPA Post-Award, college/unit

SPA Post-Award, college/unit

College/unit

SPA Post-Award, college/unit

Signature Delegation

UIF

SPA Pre-Award

SPA Pre-Award

SPA Pre-Award2

SPA Pre-Award2

OBFS CSO2

SPA Pre-Award

1Federally supported affiliations, such as those funded under an NSF I/UCRC award, represent exceptions to this process. For example, F&A may be further restricted, as according to program guidelines.

2Section 1.3.2 of OBFS policy, Initiation, Review, and Approval of University Contracts and Leases, provides unit heads the authority to sign certain unaltered, pre-approved contract templates under $10,000 on behalf of the University Comptroller. These contract templates and rules for their use can be found in the noted policy.

Industry and Private Funding Matrix FAQs

Who is responsible for invoicing for memberships fees generated by grant-based affiliations?

SPA Award Managment generates and submits invoices for grant-based affiliations. Invoice schedules and amounts must follow the terms of the related affiliation agreement.

What type of funds may my unit use to incur expenses related to grant-based affiliations?

A grant-based affiliation funded agreement is administered in a Ledger 5 (Grant) Fund. The administration of grant-based affiliation funding must comply with all applicable federal administrative requirements, awarding agency regulations, and university policy.

What is the difference between a Technical Testing Agreement (TTA) and a Facility Use Agreement (FUA)?

Customers external to the university use Technical Testing Agreements (TTA) and Facility Use Agreements (FUA). An FUA is the appropriate contractual vehicle when an external customer employee is physically present and making use of University of Illinois-owned facilities (space) or a specialized piece of equipment. A TTA is utilized when the external customer is requesting a test be completed by University of Illinois staff on their behalf. In both cases, any test results are proprietary to the external customer.

What facilities and administrative (F&A) costs should be assigned to a Facility Use Agreement?

Included in the charges of a facility use agreement are all operating costs of the building or space the external customer will be using, as well as the applicable calculated rate for use of any equipment. The F&A rate that is appropriate to the activity must be included in these agreements, typically the OSA rate.

How do you determine if an activity is representative of revenue generating or sponsored activity?

The main distinction between grant and contract revenue and educational activity or other revenue lies in the nature and the purpose of the agreement. Sponsored activity is representative of scientific research, whether basic, fundamental or applied, or a unique non-recurring service, whether in the nature of research, instruction, or public service.

In addition, agreements involving human participants, laboratory animals, radioactive or hazardous materials, biohazards (including recombinant DNA), or export-controlled materials are typically considered sponsored activity. Moreover, agreements involving instructional activities (e.g., corporate or executive education), services not requiring novel intellectual explorations, or the routine sale of goods or services are normally NOT considered to be revenue generating activity. (See Section 22—Self-Supporting/Revenue Generating Activities).

What are typical examples of Urbana-based revenue generating activities and the processing office?
  • The Contract Services Office (CSO) processes professional services, such as consulting, educational programs, health care services, counseling, and training. CSO or Urbana purchasing process entertainment and other events held on university premises. Typically, purchasing processes the agreements for the entertainers and CSO processes the agreements for use of the space. 
  • CSO, in conjunction with the University of Illinois Foundation, processes sponsorships for which the university provides acknowledgment opportunities or other considerations in return for contributions or donations, such as athletic sponsorships.
  • CSO processes leases or rentals of university or other property, agreements for short-term use of space for a specific purpose, (i.e., a wedding or a birthday party), through Real Estate Services.
What templates are available for revenue generating activities?

There are two revenue generating templates available in Urbana:

OBFS and Counsel work with individual units to create contract templates when there is a documented business need. For additional information, see: