People often wonder why ORA can’t just sign the agreement immediately, after all, we accept many other notices of award from federal agencies without negotiation. First, notices of awards from federal agencies incorporate terms and conditions set forth by regulation and existing policies and UM has existing policies and procedures that align with these regulations. Further, UM works with federal agencies through organizations such as the Council on Government Relations (COGR) and the Federal Demonstration Partnership (FDP) to ensure that new regulations and policies are made with input from universities, colleges and other research institutions.

ORA reviews the terms and conditions of contracts to ensure that they:

• Do not conflict with existing policies, procedures, etc.
• Do not put the institution or PI at significant risk
• Do not add undue administrative burden
• Align with our mission and values as an institution of higher education and research

Examples of terms that ORA frequently negotiates includes:

Right to Publication

It is critical that the right for our faculty to publish and disseminate the results of their research is preserved. In fact, we even have a policy that addresses this. We do allow sponsors to review and comment on draft publications in addition to removing their confidential information but we do not accept language that requires sponsor approval to publish.

Intellectual Property

As UM is performing the project, even if funded by an external sponsor, UM owns any intellectual property created under the project. Often we negotiate the these terms with the sponsors to ensure UM retains ownership but that the sponsor has reasonable rights to use the invention for their own internal purposes. ORA works closely with the Office of Technology Transfer to ensure language is favorable to UM, the inventor and considers the scope of the specific project.

Insurance

Many contracts require that UM carry specific insurance and coverage. We often require changes to this language to ensure we do not agree and commit to something the University does not carry which could put us in breach of contract.

IT Security

Similarly, sponsors often have security requirements that the University must meet. ORA partners closely with the relevant offices to ensure we can meet the requirements or to negotiate language that we can accept.

Subject Injury

This language define each party’s responsibilities for medical and other costs related to subject injuries associated with clinical trial and human subject research. To ensure participants in clinical trials are protected, UM adds language requiring the sponsor to cover costs associated with injuries that occur as a result of participation in the study.

Not negotiating these terms may have significant negative impacts to the University from the sponsor not paying to significant financial liabilities and legal action. ORA understands that delays in starting a project can have real consequences as well which is why we have worked to reduce escalations to other departments and make business decisions that include a careful evaluation of risk based on the scope of the specific project. Some projects can tolerate more risk than others and we take that into account when negotiating.

Please join me on Thursday, June 16 at 12:00 p.m. to discuss this topic further, I would love to hear from you!

Register in advance for the Zoom session here. You may also submit your question(s) and/or comment(s) in advance of the session.