Negotiation Guidance

Contract Routing Process

Contract budgets are negotiated between PI and sponsor. OSRA is responsible for the review and approval of the budget before it is finalized. Be mindful that (1) the WCM Federally negotiated Facilities and Administrative rate (F&A) applies to all SRA and Service Agreements, and (2) a percentage of effort is required for all personnel working on the project (SRAs only). The PI is expected to inform sponsors of the F&A rate at the very beginning of the process; OSRA checks the budget for internal compliance.

Contract Negotiation Guidance

To submit a contract for review, proceed to the Weill Research Gateway Sponsored Programs Module WRG-SP.

OSRA is responsible for the review and approval of sponsored and non-sponsored agreements, i.e., MTAs, DUAs and CDAs, for basic science research projects funded by industrial sponsors, non-profits, and other extramural research. Contracts Specialists carefully review the terms and conditions of the agreements under its purview for consistency with the Institution's academic principles, the academic freedom of WCM researchers, and concurrent obligations to existing funding agencies. OSRA recognizes its role in facilitating and strengthening collaborative relationships with external partners in research underway at WCM. OSRA’s role in negotiating agreements is to protect the intellectual output of the researcher and to ensure that WCM and its researchers experience no unnecessary liability.

Negotiation Timeline

The length of time from negotiation to execution can vary widely. If a sponsor accepts WCM’s initial revisions to its contract template, or the sponsor agrees to WCM’s contract template, obtaining the signed agreement may only take a week or less.

The length of contract negotiation is affected by the complexity of the project and by how many areas of difference must be resolved through negotiation. Potential complicating factors may include:

  1. Multiple sponsors (co-funding) for a project (particularly if the project is co-sponsored with Federal dollars in which the Bayh-Dole Act applies).
  2. Complex intellectual property terms.
  3. Requests and requirements by the sponsor that conflict with WCM policies, practices, or organizational structure including interference with ability to exercise academic freedom (i.e., overreaching Confidentiality terms, Publication restrictions).
  4. How quickly and fully the sponsor’s legal counsel responds to communications.
  5. Miscommunication on WCM's F&A rate for the sponsored research activity.

During the negotiation, the Contracts Specialist may need to consult with other WCM offices, such as University Counsel, CTL and Risk Management. For these reasons, contract negotiations may be extended in order to reach agreement if the sponsor requires terms that deviate significantly from WCM’s standard contract terms.

Important Contract Provisions

Intellectual property: Intellectual property is property that results from original creative thought, as patents, copyright material and trademarks. During the course of your research, the PI may either be the sole creator of intellectual property or a collaborator with the sponsor. The contract should set forth guidelines regarding inventions and who has ownership and licensing rights to them. The negotiation of licensing rights usually focuses on the license’s type and use. Depending on the situation, OSRA consults with Cornell’s Center for Technology Licensing (CTL) for guidance on specific licensing matters.

Confidentiality: Confidentiality is a set of rules that limits access or places restrictions on certain types of information. The contract should articulate each party’s obligations of confidentiality and explain what information is considered confidential, the length of time that the information must remain confidential and how it may be used.

Publication: Scholarly publishing is a fundamental right and responsibility of researchers and institutions. Sponsors may review manuscripts prior to publication, but may not have final authority over approval. Publication clauses however typically grant the sponsor the ability to delay publication up to 30 days allowing for removal of confidential information as well as an additional 60 days for the filing of a patent application.

Indemnification: Indemnification means to compensate for loss or damage; to provide security for financial reimbursement to an individual in case of a specified loss incurred by the person. While contracts may require the sponsor to indemnify for losses resulting from the research, WCM does not indemnify sponsors or third parties.

Conflicts with existing agreements: A sponsor’s draft agreement may contain obligations that conflict with obligations in a preexisting agreement. OSRA will revise the draft agreement to ensure there are no conflicts between the agreements and all contractual obligations can be met.

Signatory Authority

The Director of OSRA is authorized to sign documents on behalf of WCM.

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