In Pursuit of Signature:It’s a Team Effort!

Presented by Patricia Pfister and Lane CampbellOffice for Sponsored Research-Evanston

August 6, 2012

Introduction

Why OSR? Per Northwestern University (NU) policy, the authority to negotiate and execute awards for research

on behalf of NU is delegated from the VPR to the Office for Sponsored Research (OSR) NU does not honor contracts or commitments made on its behalf by unauthorized individuals

What is the Process? Initial discussions between sponsors and NU faculty or senior research staff occur in a variety of

ways No program or project may be established or undertaken unless a carefully defined research

proposal, including a budget, has been submitted through NU’s internal review process An acceptable funding agreement must be negotiated and signed by the authorized representatives

of both parties

In June 2012, OSR implemented departmental constituencies for the Senior Contract and Grant Officers

This new workload model complements the existing constituency workload model of OSR-Evanston Grants Officers and Grants Assistants

The change is intended to enhance quality and efficiency in the contracting function, as well as improve customer service

The Senior Contract and Grant Officers will continue to back each other up when either is out of the office

OSR-Evanston contracting constituencies information may be found at

http://www.research.northwestern.edu/osr/docs/pru_assignments.xls

Constituencies

Constituencies

The constituencies list is posted on the OSR website

All contract requests should be routed through Proposal Development (PD), with the responsible Grant Officer (GO) being the first point of contact

Occasionally, a Senior Contract and Grant Officer (CGO) will receive a contract directly from a sponsor or as part of initial communications with the PI/sponsor– The CGO will then forward the contract to the GO to ensure that the PD routing

process is addressed– Before conducting negotiations, we need to ensure that the PD record contains

all appropriate signatures/approvals, and that the basic business terms have been identified (including the scope and budget)

Once the GO has completed initial PD review, the GO forwards to the CGO the PD record number/Sponsored Project # (SP #) and any relevant information provided by the department (including a draft agreement, if available)

The contract negotiations can begin

How Contracts Come to Us

The CGOs rely on the following helpful information provided by the department (via the routed proposal) and the GO when reviewing and negotiating contracts:– Contact information - the sponsor contact including e-mail and telephone #– Concise, updated scope of work– Project period and cost– Whether there are any hard deadlines from sponsor or other dates of which we

should be aware– Pertinent e-mails or documents relating to communication the PI may have had

regarding the contract– If there will be subcontracts issued on the project– Whether there are students on the project, including undergrads– Any known existing or past agreements with the sponsor– If there is a Master Agreement that controls– Whether the contract is fixed-price or cost reimbursable (this is not always known

upfront)

Helpful Information From You and the PI

Proposals are submitted through InfoEd Proposal Development, which replaces the former OSR-1 routing form

Pertinent questions which allow OSR to review the request include the following:– PI name, contact information, and eligibility– Sponsor information, contact information, scope of work, the proposed

project period and costs– Are there any conflicts of interest which must be disclosed?– Have there been any inventions or patents that relate to this proposal which

have been disclosed to INVO? We read and rely on the accuracy of this information!

Importance of the Proposal Routing Form

The Agreement Screen in InfoEd

When a CGO begins negotiating an agreement, the CGO creates an Agreement in InfoEd under the SP #

The Agreement Screen in InfoEd

The CGO enters notes in the Agreement record as the negotiations progress and uploads a copy of the agreement when fully executed

The Agreement Screen in InfoEd

You are encouraged to review the Agreement notes in InfoEd The OSR Contracting Team runs weekly reports using the

Agreement data and uses those reports to track and manage our workload

The CGO begins review of the proposed contract (if any) or prepares an NU research agreement template to be forwarded to sponsor

After having conducted initial review of the agreement, the CGO will contact the sponsor to discuss the proposed terms. Depending on the issues, the PI is sometimes engaged by the CGO before the sponsor, and later involved in the discussion with the sponsor

Whenever possible, NU will attempt to utilize previously-negotiated terms (provided they have occurred in the recent past), in an effort to facilitate negotiations

The Negotiation Process

Every effort is made to maintain forward progress during negotiations– Regular follow-ups with sponsor, by phone or email, to request statuses– CGO will keep dept and/or PI posted on progress, consistent with the wishes of the

dept/PI

Over the course of the negotiations, the CGO will typically exchange “redlined” (edited) agreements with the sponsor, working towards mutually agreeable language in the agreement

Ultimately, the final agreement must conform with NU policies

The Negotiation Process

It is not unusual for the parties to encounter some sticking points along the way, due to competing interests

During those times, we often find that a teleconference is helpful in moving things forward

We may also engage the PI in discussions as that will often make the agreement a higher priority for the sponsor

The Negotiation Process

Contractual Terms Often Reviewed and Negotiated

The following clauses tend to be the most problematic clauses in an agreement, and many negotiations involve one or more of them:

– Intellectual Property/Data Ownership– Publication– Restricted, Proprietary, Classified Research– Export Control– Warranty– Indemnification– Confidentiality and Non-Disclosure– Termination

A Typical Negotiation

STEP 1OSR receives request to review contract

or initiate discussions with sponsor

STEP 2OSR conducts initial assessment, laying

the groundwork for contract negotiations

receives

A Typical Negotiation

STEP 3OSR contacts department to initiate review of contract request - proposal

routed through PD

STEP 4OSR forwards its comments on the initial draft agreement to the sponsor, typically

by redline

receives

A Typical Negotiation

STEP 5OSR engages the sponsor in an ongoing back-and-forth negotiation of the

terms of the contract

receives

A Typical Negotiation

STEP 6Parties agree to terms – OSR checks with

PI/dept to confirm

STEP 7Signature process can begin. Either party can initiate the process. OSR can accept

electronic signatures

receives

A Typical Negotiation

STEP 8Signed agreement in place + all admin. and compliance issues addressed (IRB, COI, overhead, etc.) = award setup can

begin

STEP 9Chart string is issued and the department is notified that spending is authorized on

a sponsored account

receives

Helpful Hints

Each contract negotiation is unique If project-related information changes during contract

negotiation, let us know Contract negotiations often conclude within 2-3 weeks.

Occasionally, when there are terms counter to the University’s mission, or terms presenting other issues, a longer time frame can be required. In these cases, we will be working proactively with you and the PI (as well as the sponsor) to reach resolution on the contract.

When the Contract is Fully Executed

Congratulations!

Work on the project can begin!

Questions?

Patricia Pfister

patricia.pfister@northwestern.edu

Extension 7-1145 Lane Campbell

lane-campbell@northwestern.edu

Extension 1-2483