This section describes the many types of agreements frequently used by UNH to support its educational and research activities. These agreements are drafted, reviewed, negotiated, executed, and retained by one or more of these UNH offices:
- Sponsored Programs Administration
- UNH Innovation
- Procurement Services
The most frequently used agreements perform these functions:
- Support research & education programs
- Govern the exchange of information or materials
- Govern licensing of UNH technology
- Govern loan or acquisition of equipment and software
- Govern shipment/travel: equipment, computers and data
- Govern visitors to UNH
- Govern facilities use
These agreements fall into the classes identified below. Click on any of the links for more information on the type of agreement and to identify the UNH office responsible for drafting and negotiating the particular agreement type
Types of Agreements Frequently Used to Enable Research
|
Class of Agreement |
Examples |
Purpose |
Responsible Office |
|
Plan, organize, and support research at UNH and enable UNH to cooperate with other organizations on joint research activities |
SPA Office of Contracts and Export Controls |
|
|
Govern how the information or materials will be protected, used, and discarded and that protect the rights of the owners |
Office of Contracts and Export Controls |
|
|
Permit outside organizations to use UNH’s patented inventions and software, copyrighted publications, and name and trademark |
UNH Innovation |
|
|
|
|
Set conditions for loan and acquisition of third-party data, databases, software, or equipment by UNH researchers
Set conditions for borrowing equipment from UNH for display purposes (not for research use by the borrower)
|
Procurement UNH Innovation Office of Contracts and Export Controls |
|
Traveling (or Shipping): Equipment, Computers and Research Data
|
Safely travel with or ship equipment, computers and research data |
Set conditions for shipment, protection and, if needed, return of equipment, plus actions to be taken at third-party site |
Procurement Services Office of Contracts and Export Controls |
|
|
Visiting Scientist Agreement |
Permit outside visitors to work at UNH and use UNH facilities in cooperation with UNH researchers. |
Office of Contracts and Export Controls |
|
|
Facilities Use Agreement |
Permit outside organizations to use UNH’s unique facilities when not in use by UNH researchers |
Office of Contracts and Export Controls |
Sponsored Research Agreements with Non-Federal Sponsors
The University of New Hampshire conducts research supported by funding from U.S., state, and foreign governmental, industrial, and charitable organizations, as well as in collaboration with other educational institutions around the world. Sponsored research programs are governed by agreements among the following parties:
- UNH and funding source(s)
- UNH and subcontractors and consultants, when needed
- UNH and institutions that are collaborating on the research project
Agreement Types
For an explanation of how UNH develops these agreements, click on the specific type of agreement below:
- Sponsored Research Agreement
- Subaward
- Sponsored Services Agreement
- Consortium or Membership Agreement
- Memorandum of Understanding
- Teaming Agreements
Sponsored Research Agreement (Non-Federal Source)
A Sponsored Research Agreement (SRA) is a contract between UNH and a non-federal sponsor for the purposes of funding and conducting research at UNH.
Sponsored Research Agreements include terms governing the following:
- Scope of work to be conducted
- Budget for the research
- Payment obligations and timing
- Management and staffing of the research project
- Schedules and deliverables
- Publication of the research results
- Options to license the intellectual property arising from the research
- Care of data and confidential information exchanged during the research
- Transfer of materials (when needed)
- Compliance with export control and other laws and regulations
- Use of UNH’s name
- Rights and procedures to terminate the project
- Taxes, insurance, warranties, liability, governing law, and other items necessary for contracts
The process for developing an SRA for a non-federal sponsor may be brief or lengthy, depending on the complexity of the program to be sponsored and what the sponsor expects to obtain for its support.
What does Sponsored Programs Administration (SPA) need to negotiate an SRA?
SPA needs an approved proposal with budget and schedule, prepared by the principal investigator (PI) and routed through the department and college to the SPA grants and contracts administrator (GCA).
SPA can begin drafting an SRA for a non-federal sponsor when the GCA receives a draft statement of work and budget from the PI. However, the office cannot advance negotiation of the agreement beyond preliminary discussions with the sponsor until the approved proposal has been routed, because the approved statement of work, schedule, funding amount, and payment schedule must be incorporated into the SRA and are needed by SPA and the Sponsor to negotiate essential terms and conditions in the agreement affecting issues such as publication review, materials transfer and intellectual property rights.
What is the process?
- If possible, give SPA a head-start on this process by providing, as early as possible, a draft statement of work, schedule, and budget to the SPA GCA supporting your department. Alternatively, route a completed proposal and budget for approval to the SPA GCA.
- The GCA will determine what kind of sponsored research agreement is required.
- UNH prefer to use its standard SRA as the model for most research agreements with non-federal sponsors. Therefore, in most cases, the GCA will propose this agreement to the sponsor.
- Sometimes a sponsor will propose its own research agreement as the starting point. In this case, provide the sponsor’s proposed agreement to the GCA, who will review the sponsor’s draft agreement.
- If necessary, the GCA engage the contracts office to assist in the negotiation of a mutually acceptable Sponsored Research Agreement for the project.
- Next, the agreement is signed by the sponsor and by the GCA for UNH.
- Finally, the GCA will notify the PI to approve the award and acknowledge its terms and conditions. Then, the GCA will set up the award.
How long will this process take?
The length of time from approval of a proposal to notice of award from a non-federal sponsor can vary widely.
If a non-federal sponsor accepts UNH’s standard Sponsored Research Agreement without modification, obtaining the signed agreement may take as little as one week.
If a sponsor proposes that UNH use the sponsor’s contract or wants to negotiate changes to UNH’s standard SRA, the process takes longer.
The length of the negotiation step is affected by the complexity of the project and by how many areas of disagreement must be resolved through negotiation. Potential complicating factors may include:
- Complex intellectual property terms
- Requests and requirements by the sponsor that conflict with UNH policies, practices, or organizational structure
- How quickly and fully the sponsor’s legal counsel responds to SPA’s communications
During the negotiation, the contract specialist may need to consult with other UNH offices, such as the Office of General Counsel and UNH Innovation. For these reasons, SRA contract negotiations may require a bit of time to reach agreement if the sponsor demands terms that deviate significantly from UNH’s standard SRA terms.
Your GCA will update you on the progress of your SRA negotiation.
Where to get help:
Contact the GCA for your department, center or institute.
Subaward Agreement (Subcontract)
Subaward Agreements (subcontracts) are contracts between UNH and a subcontractor selected by UNH (most often, a company or another academic research institution), to conduct tasks assigned by UNH as part of a research program sponsored by another organization, such as a federal agency, company, or foundation. Subawards must often apply (“flow through”) some of the terms of the prime research agreement that is sponsoring the research.
What does SPA need to develop a Subaward Agreement?
- An approved proposal that incorporates a proposed subcontractor’s statement of work and budget
- The prime sponsor’s award and signed contract
Where to get help:
Contact the GCA for your department, center or Institute.
Many industry-university research relationships are for collaborative research. Some relationships may appear to industry to be more business-like. All work at UNH must forward our mission of teaching, research, and public service in some way. The contract UNH uses for certain types of business relationships is called a “Research Services Agreement”, and it contains some terms to address the mission-related differences in this industry-university relationship.
The University provides services to outside entities on a “no-profit/no loss” basis, just as when performing research sponsored by industry. Service budgets must provide both the direct and the indirect costs associated with the services.
Steps to Getting a Services Agreement
The first step is to talk with the industry representative about what they are requesting. You may already have a rate which includes both direct and indirect costs for the service you are discussing. If there is not, please contact your GCA for assistance.
Once you have agreed on who/what/when/where and for how much, your GCA will develop, negotiate (as necessary) and execute the service agreement.
Terms
In a Service Agreement, it is necessary to clearly identify how the services fit within UNH’s mission. For example, services using equipment or supplies provided by the company might generate a unique educational opportunity to students, one they would not get otherwise.
Goods and services that we provide do not come with commercial promises and warranties.
You should also expect to see contractual terms covering the dates of services, the compound or product that you are to receive with detailed specifications, the agreed-upon cost and payment terms, termination, waivers of warranties and liability, indemnification, notice addresses and methods of communication, and points of contact for both sides.
Where to get help:
Contact the GCA for your department, center or institute.
Consortium or Membership Agreement
A Consortium Agreement is a contract that enables multiple sponsors (usually non-federal organizations) to participate together in supporting research at UNH and to equally share the outcomes of the research. Having more than one sponsor does not automatically convert a sponsored research program into a consortium.
Consortium Agreements are similar to Sponsored Research Agreements (SRAs) involving a single sponsor, except that Consortium Agreements provide for the sharing of obligations, rights, and benefits among all consortium members. Membership is typically open to any organization that wishes to join.
Consortium Agreements include terms governing the following:
- A general description of research to be conducted under the Consortium’s funding (Some, but not all, consortia provide options for the member to fund sole-sponsor projects)
- Cost of membership, with payment obligations and schedule
- Management of the consortium and members’ role in governance
- Publication of the consortium’s research results
- Members’ options to license intellectual property arising from the consortium’s research
- Compliance with export control and other laws and regulations
- Rights and procedures to terminate the consortium or membership
- Taxes, insurance, warranties, liability, governing law, and other items necessary for contracts
In general, the terms of a Consortium Agreement are developed by UNH when the consortium is first organized, through discussions with initial prospective members. A Consortium Agreement’s terms become fixed when the first members join. Future changes to some terms may require written approval of UNH and all members. Consequently, changing a Consortium Agreement is difficult once the consortium activities are under way, and exceptions to a Consortium Agreement generally cannot be allowed for new organizations wishing to join an existing consortium.
What is the process?
- The GCA prepares the Consortium Agreement and provides it to the consortium’s principal investigator, who will send it to the prospective member’s contact.
- The agreement is signed by the sponsor and by the GCA.
- The GCA then notifies the PI that the award has been received, and sets up the award in Banner.
How long will this process take?
When the prospective member accepts the consortium contract “as is,” agreement can often be reached within a week or two. However, if the prospective member wants to negotiate special terms or exceptions, the process will be prolonged.
Where to get help:
Contact the GCA for your department, center or institute.
Memorandum of Understanding (MOU)
A Memorandum of Understanding is a non-binding memorandum between UNH and one or more organizations planning to create a new cooperative research and/or education program. MOUs attempt to outline the type of relationship that will be created, the objectives for the relationship, and the actions that each party plans to take to bring the program into existence. The planned activity may or may not come to fruition as described in the MOU, but there is no penalty for failure.
There is no fixed form or content for MOUs; their content is determined by their objectives.
The process for drafting, reviewing, and negotiating an MOU can be brief or lengthy, depending upon the complexity of the program being planned and what the participants want to obtain from the MOU.
Where to get help:
Contact the GCA for your department, center or institute.
A Teaming Agreement (TA) is a binding agreement between UNH and one or more organizations that are joining together to propose a new cooperative research program to a prime sponsor—often a federal or foreign government agency—in response to a competitive request for proposal (RFP). The lead proposing organization usually drafts the TA and requests that UNH agree to it.
TAs specify the RFP which will be addressed by the team, the objectives for each member of the team, the proposal to be generated by the team, and the actions and deliverables required from each party. Organizations that request TAs with UNH often ask the University to agree to partner exclusively with them in responding to the RFP. However, UNH will not agree to this condition, as we will not bar PIs who are not named participants in the TA from joining other organizations to respond to the same RFP. UNH will agree, however, that UNH’s specified participants in the TA will not engage with another organization to respond to that RFP.
TAs require that if the RFP is awarded to the lead proposing organization, that organization will issue a subcontract to UNH for UNH’s share of the proposed research unless the prime sponsor specifically disallows UNH’s participation.
There is no fixed form or content for TAs; their content is determined by their objectives. Generally, TAs are drafted by the lead organization preparing the proposal for the prime sponsor.
The time period for reaching agreement on a TA is usually driven by the proposal submission deadline. TAs typically expire when the prime sponsor selects or rejects the team’s proposal.
Where to get help:
Contact Victor Sosa @ victor.sosa@ngskmc-eis.net or at 603-862-2201.
Exchange of Proprietary Information or Materials between UNH and Outside Organizations
At various times, UNH may need to receive confidential information or proprietary materials from outside organizations, or provide confidential UNH information, usually limited to unpublished research or inventions to be patented, to outside organizations, as part of research or licensing activities. These exchanges of proprietary information or materials require agreements that govern how the information or materials will be protected, used, and discarded and that protect the rights of the owners.
Agreement Types:
- Non-Disclosure Agreements
- Materials Transfer Agreement
- Research Data Use Agreements
Where to get help:
Contact Victor Sosa @ victor.sosa@ngskmc-eis.net or at 603-862-2201.
Licenses and Permissions to use UNH Intellectual Property
UNH’s intellectual property (IP) portfolio is composed of these items:
- Inventions which have been patented or for which UNH is in the process of applying for patents
- Copyrighted works
- Software which may be patented or copyrighted
- UNH’s trademark
UNH Innovation grants licenses for UNH’s patented inventions and copyrighted works. These licenses are issued to existing and startup companies that demonstrate the technical and financial capabilities to develop our early-stage technology into commercially successful products. UNH Innovation welcomes inquiries from companies interested in
Where to get help:
Contact UNH Innovation
On occasion, UNH researchers may seek to borrow or acquire equipment or software from an outside organization for use in research activities at UNH. When the intent is to borrow equipment or software for a limited time and then return it to the provider, a loan agreement is required. When the intent is to borrow equipment or software for evaluation that may lead to UNH’s purchase of the equipment or software, the agreement may need to incorporate terms allowing UNH to evaluate the equipment or software and eventually purchase it.
When the equipment or software is not commercially available, the provider may require additional terms to protect its intellectual property.
Sometimes, UNH may develop equipment or software for its own internal use that can be loaned temporarily to outside organizations because it is not being fully used for UNH’s purposes.
Software and databases that will be borrowed and/or acquired by UNH may be accompanied by a software license agreement.
Loan Agreement Types
Loan with potential acquisition of equipment or software by UNH
Describes the equipment or software to be loaned, the conditions for the loan, any payments required from UNH to enable the loan, and additional requirements. If the equipment provider supplies a contract to govern the equipment loan and acquisition, review the contract.
Where to get help:
- If the equipment provider supplies a contract to govern the equipment loan and acquisition, review the contract.
- If the contract has terms governing intellectual property (rights to inventions or results arising from use of the equipment), contact UNH Innovation and provide the contract to them.
- If the contract has no intellectual property terms—or if the equipment provider has not provided a contract governing the equipment loan—contact the procurement services office.
Loan without acquisition at end of loan period
Describes the equipment or software to be loaned, the conditions for the loan, any payments required from UNH to enable the loan, and additional requirements. If the equipment provider supplies a contract to govern the equipment loan and acquisition, review the contract.
Where to get help:
- If the contract has terms governing intellectual property (rights to inventions or results arising from use of the equipment), contact UNH Innovation and provide the contract to them.
- If the agreement lacks any intellectual property terms or incorporates a scope of work that must be conducted by UNH in exchange for the equipment loan, or if the equipment is being loaned to UNH by a research sponsor as part of an existing research agreement with that sponsor, contact the Office of Contracts and Export Controls.
Loan of UNH equipment or software to outside parties for use in research
Describes the equipment or software to be loaned by UNH, the conditions for the loan, the cost of the loan to the borrowing organization, and any additional requirements. In most cases, the equipment or software being loaned is not commercially available, so the agreement will contain terms protecting UNH’s intellectual property.
Where to get help:
Contact the Office of Contracts and Export Controls for assistance.
Traveling (or Shipping) with Equipment, Computers and Research Data
Contact UNH’s export compliance staff prior to traveling or shipping items such as equipment, computers, or data. Most off-the-shelf, mass-market items will not require an export license unless you travel to (or through) a country subject to comprehensive sanctions (i.e., Cuba, Iran, North Korea, Sudan, or Syria).
Where to get help:
Contact the Office of Contracts and Export Controls for assistance.
In the course of sponsored research at UNH, opportunities may arise for sponsors’ researchers and other non-UNH scholars and researchers to work side by side with their UNH colleagues in research activities on the UNH campus, for periods varying from one week to more than one year.
UNH faculty members should, prior to the arrival of a Visiting Scientist on campus, require that the Visiting Scientist execute a Visiting Scientist Agreement (VSA).
Where to get help:
Contact the Office of Contracts and Export Controls for assistance.
UNH researchers may occasionally seek access to and the right to use an outside organization’s facility for UNH research activities when the outside organization has a unique capability that has been offered to UNH for its research use.
Conversely, UNH has unique facilities built for its own internal use that are not available anywhere else. Outside organizations may rent these facilities for their research when they are not being fully utilized by UNH.
Agreement Types
Use of Outside Facilty by UNH (user agreements)
Describes the facility and capabilities to which UNH will gain access for its research use, the work to be conducted at the outside facility, the conditions for facility use, the cost to UNH for the facility use (if any), and additional requirements.
Where to get help:
Contact the Office of Contracts and Export Controls for assistance.
Use of UNH Facility
Describes the UNH facility to which the outside organization will gain access and use, the work to be conducted at the UNH facility, conditions for the facility use, the cost for use, and additional requirements.
Where to get help:
Contact the Office of Contracts and Export Controls for assistance.