Where do Research Contracts fit in?
Research Contracts as a team cover both pre- and post-award matters. Some of work arises from projects supported initially by Research Development or the Knowledge Transfer Centre, and some are supported by us from the start.
For grant funded projects (generally led by Research Development), we support certain applications in the background and in some cases are required to negotiate and sign grant agreements; we are also responsible for post-award agreements with other project participants. For non-competitive projects we are responsible for negotiating the funding agreements prior to the confirmation of the award. In most cases we then pass the project on to the RES Project Setup team, from where they are passed to finance (generally Research Accounts).
We also liaise directly with Accounts, the Tax team, Insurance, Legal Services, other professional services, senior academic staff and University leadership, where the project requires.
What we do and what we don’t do
Most contracts within the University are dealt with by one of three areas – Legal Services, Procurement, or Research Contracts. Together, we have developed a Contracts Directory which outlines the areas covered by each and predictably, Research Contracts deal with matters that are research-related – e.g. research funding agreements, agreements between Universities to collaborate on research projects, agreements relating to intellectual property generated from research. Other agreements which are not in themselves directly ‘Research,’ but form part of our remit include consultancy and technical services.
We have a number of Contracts Managers with a specific remit supporting particular Schools or fields of work, and Contracts Associates who deal with certain agreement types across all Schools; working in conjunction with the Contracts Managers.
As part of our role, we will liaise with other parts of RES and other professional services such as Accounts, Tax, Insurance and Legal Services where required, to help us ensure contract terms are appropriate.
However, we don’t routinely become involved in a project once the agreements are finalised – responsibility for delivery of the project to the contract rests with the Principal Investigator. A full list of what we don’t do would be quite extensive, and the Directory is more helpful – but as a rule of thumb, we don’t do procurement; teaching and learning; estates; or IT-related agreements.
|Agreement task||Tasking route|
|Grant agreement||Generally initiated within RES following successful application. Contact Project Setup Manager.|
|Contract Research||Fill in the survey.|
|Studentship||Fill in the survey|
|Consortium||Generally initiated within RES. Contact Project Setup Manager.|
|Project Partner||Generally initiated within RES. Contact Project Setup Manager.|
|Sub-Award||Generally initiated within RES. Contact Project Setup Manager.|
|Student IP Assignment||Self Service|
|IP License||Contact IP Manager|
|Amendment||Contact Project Setup Manager|
|Novation||Contact Project Setup Manager|
|Other||Contact your Contracts Manager|
Why is a contract needed?
Contracts mitigate risk and protect both academics individually (especially from personal liability) and the University. They avoid ambiguity in relation to rights and obligations, set out expectations from each party, and flow down requirements from funders (including obligations such as sub-contracts or reporting). Contracts also ensure that the University’s charitable status in relation to the advancement of education for the public benefit is protected, especially with industrial collaborators and partners.
What are the key issues in contracts?
Intellectual property (IP) is generally defined as that which is the result of creativity, such as patents, copyrights, trade-marks and trade secrets. We pay close attention to IP clauses as it is important that the University and academics benefit properly from the IP that is produced, and we have also obligations to ensure it is used within wider society; we need to ensure our use of IP owned by others is also managed.
Liabilities and indemnity clauses relate to costs that may arise if something goes wrong; it is important that we allocate such risk appropriately.
Personal Data is a key issue we often need to check to ensure contracts cover the full nature of project work. The use of Personal Data in projects requires particular care so we need to ensure the rights and responsibilities are clear.
Publication is important to both academics individually and the University as a whole. Contracts ensure that this right is protected.
The charitable status of the University is also an important consideration as the University must protect its assets appropriately (which affects financial arrangement, IP clauses and others), act in a way which benefits society, and ensure appropriate provision is made for teaching and research licences to project results.
Why do contracts take so long?
There is much more to signing the contract than simply putting pen to paper. Many agreements require significant negotiation, even if we start from our standard templates (which we do wherever we can) and often behind the scenes we need to liaise with other parts of the University, as well as the PI, before we can sign and often we need to wait for other parties to respond. Each agreement will require some or all of the following:
- reviewing initial request to confirm correct route / team to be involved
- reviewing project requirements
- collecting / collating relevant information
- completing due diligence on funders and partners
- completing new funder setups for Agresso
- updating monitoring systems
- checking project resource requirements
- liaising with costing team within RES
- completing pricing discussions
- drafting an agreement based on our templates or from scratch
- reviewing a draft provided by another party
- negotiation (often multiple rounds)
- chasing responses from other parties
- undertaking basic project risk assessment
- completing queries with PIs, Legal, Accounts, Tax, Procurement, Insurance, Heads of School, PVC, University Secretary
- obtaining approvals within RES
- escalating approvals of certain terms or agreements via PVC or University Secretary
- completing signature and finalisation of agreement
- liaising with Project Set Up team and Accounts to start project
Most Contracts Managers are likely to have between 50 and 100 contracts ongoing at any one point and we finalise over 1,000 agreements a year, many of which will need quite detailed and complex negotiations (it isn’t unusual for negotiations to take many months) – even that doesn’t give the full picture, as each of us is also involved in peer reviews of agreements across the team, and a lot of work that isn’t directly related to specific projects. Whilst we have to prioritise work, whether based on the deadline, value, the relationship with the funder/partner, that isn’t always easy as we recognise that each of those agreements is important to those colleagues involved in the project.
Why and when do we have to escalate agreements?
Research Contracts have an agreed signature delegations, which means that some high value or higher risk contracts have to be escalated for signature or approval at PVC level, most commonly for agreements that contain higher levels of liability or indemnities.
Who decides how we will negotiate?
Research Contracts have standard negotiating guidelines which sets out the University’s preferred and accepted positions on common contract standpoints, as well as risk mitigation and escalation procedures for alternative, less preferred or higher risk positions.
Why don’t we use standard templates or previous agreements?
We use standard templates where we can but contracts need to meet particular arrangements between the University and the other contracting party(ies), which means that the no one standard template suits all circumstances and standard templates are subject to the negotiating process.
Contracts usually cover specific projects, with the exception of long-term agreements or framework agreements, which use individual work orders for individual projects, all governed by the same terms. In the case of project-based contracts where there is a recent precedent, we will refer to it as a helpful indication of what the other party has been able to agree. However, projects differ and what was agreed in a previous project may not be appropriate for each subsequent project.
When and why do Contracts need to be involved once an agreement is signed and the project has started?
Generally, once the agreement is signed Research Contracts will not be involved in supporting the delivery of the project. However, there are instances where agreements might need to be changed post-award, such as:
- Funded/un-funded extensions
- Changes to the consortium (partners leaving or joining)
- Changes to scope of work
- Changes to funding (additional funds or reductions)
- Projects transferring from one institution to another
The Project Setup team will advise what information is required and involve other relevant functions.