20041130 Heather Gallant, Coordinator, Business Development, Contracts, Technology Transfer

hgallant@ryerson.ca 416-979-5000 ext 7521

Contracts, Contracts, Everywhere!Some pointers on what to expect in a research contract.

20041130

What’s up with Contracts?

• Contract vs Grant

• Anatomy of a Contract

• Who does what? Contracts at ORS

• Where to get information

• How to find/build a contract opportunity

• Variations

20041130

CONTRACT vs GRANT

• Both: agreements for sponsored research

• Contract:– more rigid scope of work ~ DELIVERABLE– sometimes collaborative– usually not the result of competitive process– can result from personal/professional contacts

– ** more extensive obligations to sponsor **

20041130

Anatomy of a Contract

• Defined parties– funding agency/company vs. university– University acts on PI’s behalf (liability issue)– PI acknowledges the terms

• Effective Date // Project Term

• Define Project Scope (attached appendix)

• Budget Details (attached appendix)

20041130

Anatomy II

• Payment Schedule• Reporting Schedule

– Interim and final reporting– Deliverables

• Confidentiality• Publication/publicity• Research Results

– Inventor/University Ownership of:• Results, Data, Intellectual Property

– License of research results to sponsor• Non-exclusive, noncommercial license (free)• Option to commercial (royalty bearing)

20041130

Anatomy III

• Indemnification, Force Majeur

• Warranty

• Dispute resolution

• Termination

• Legal minutia– Governing law, non-assignability, future

relationship/independent parties whole agreement, survival clauses, etc

20041130

Problematic Contract Clauses

• Restriction of academic freedom

read: PUBLICATION RIGHTS

• Assertion of excessive ownership rights by sponsor

• Sponsor demands inappropriate indemnification or warranty

20041130

Who does what? Contracts at ORS

• Susan Haggis Grants/Contracts OfficerPhysical and Life Sciences

• Alex Karabanow Grants/Contracts Officer, EthicsSocial Sci & Humanities

• Heather Gallant Coordinator BD, Contracts, Tech Transfer

• Bob Dirstein Director, ORS

• Rose Jackson CoordinatorProject Administration

• Denise, Rob, Anton Financial Analysts

20041130

Where to get information

• Contract procedures:– Grant/Contract Officer (Susan or Alex)

or Heather or Bob

• Financial management/cost centre issues:– Financial Analyst or Rose

• Grant/Contract Authorization form:– http://www.ryerson.ca/ORS/

20041130

How to find a contract opportunity

• Approach your industry contacts

• Funding agencies may have leads– OCE

• Government sources

• Check out RFPs– Often posted on-line

• Conferences, trade shows

• Peers/networks

20041130

Build the Contract• Develop Contract Proposal in response to a RFA or RFP• Outline how you will undertake specific and narrowly defined tasks

controlled by funder• RFA/P must go through ORS before submission (like a grant)

<<OR>>

• Discuss opportunity with (potential) partner

• Ask sponsor how they handle university research contracts• Contact ORS // forward their contact info

• Decide on Scope of Work/Budget together• Anticipate significance of research results (manage IP expectations)• Communicate with ORS

• ORS negotiates contract terms in consultation with you

20041130

variations

• Joint development– Each party works on part of the project

• Collaborative research– Parties work together on project

• Leveraged funding opportunities– Match industry $ with granting agency $

These are complex relationships. Please inform ORS of your plans EARLY.