External Sales Agreements (Contracts) –
Filling out the Forms
Session Objectives
 Which standard agreement to use
 How to fill out the standard agreements for establishing
External Sales (Contracts)
 Typical language for description of services to define only
the contract deliverables
Which One to Use?
• Services Agreement
o Services provided (testing or consulting)
• Short Form Services Agreement
o Services less than $10,000 and low risk
• Lab Use Agreement
o Use of equipment in a lab assisted or unassisted by staff
• Workshop Agreement
o Seminar or presentation
Contract Sections
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Description of Services
Legal company name
Legal Entity Type
Jurisdiction
Compensation
Term
Customer Information
Signatures
Contract Library
Utilize standard U of M agreements whenever possible,
available at OGC website:
www.policy.umn.edu/contracts/
(Navigation: External Sales & Purchases Agreement > External Sales)
• Standard Agreement – University’s form with no changes
to terms and conditions
o If standard agreement is used, OGC does not review unless
specifically requested
Contract Library
A word about using the most current version of the
forms…
• Always go to the contract library and use the most
current version
• Saved version may not be updated with current terms
and conditions
Contracts
Standard Contracts Library includes:
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Service Agreement – OGC-SC102
Lab Use Agreement (Individual) – OGC-SC103
Lab Use Agreement (Company) – OGC-SC104
Workshop Agreement – OGC-SC251
Short Form Services Agreement – OGC-SC109
Confidentiality Agreement – OGC-SC205
Confidentiality Addendum – OGC-SC106
Confidentiality Addendum with Results– OGC-SC107
Service Agreement
• Use for providing any professional service
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Equipment testing
Sample analysis or testing
Consulting
Editing
Surveys
Analysis of data
Which One to Use Between Services
Agreement & Lab Use?
• If the customer is doing the work, use the Lab Use
Agreement
• If a University employee is doing the work for the
customer, use the Standard Services Agreement.
Department Information
• Department ID #
• I/ESAF # for activity that matches the original
approval
• “This Agreement is entered into by University
through its” …. (enter department description per
Chart of Accounts for the DeptID#)
Handout provided: Service Agreement and Instructions
Customer Legal Name
The Customer's legal name (e.g., ABC Consulting, Inc.)
• Customer can provide
• Look up on the internet on customers website
• Minnesota Business & Lien System
o http://mblsportal.sos.state.mn.us/
• Other states
o http://www.secstates.com/MN_Minnesota_Secretary_of_State_Corporati
on_Search/
• External Sales Office
Description of Services
Include:
• Service to be provided
• Deliverables
• May be attached and referenced in the Description of
Services
o i.e. "See Attachment A"
Description of Services
Should not include:
• Information about defining the process in which the service will be
provided
o i.e. Statement of Work, Procedure, or Scope of Work
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“Cut and Paste” unedited information from another source
Names of individuals performing the work
Other individuals or entities
Other contracts, purchase orders or agreements
Services provided for exchange of other goods and services
Description of Services
Should not include:
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Contingencies
Payment based on the successful results or customer sales
Conflicting terms and conditions
Defining activity that is not a External Sale
o i.e. excluded transaction, SPA or Gifts
• Reference to a grant or obligation of the grant or another
agreement
• Price not based on recovery of all costs
o i.e. honorarium, royalties, appearance fee, etc.
Example of Description of Services
1. Water sample analyses: 22 chlrorphyll/phaeophytin and 22 total
phosphorus for samples collected in October 2014.
2. Services utilizing analytical instruments to probe composition,
structures and properties of materials and devices provided by
Company, including but not limited to some or all of the following
per price list.
3. Laboratory services to include: blood draw, sample processing,
requisition completion and patient parking expense, as further
detailed in Exhibit A.
Compensation
• Review project budget and pricing to make sure that all costs are
accounted for in the rate and total price
• Format: Three thousand five hundred forty five and 35/100
$3,545.35 (like writing a check)
• USD – United States Dollars (no foreign currencies)
• Compensation shall be paid in the following manner: XX % upon
signing of this agreement, with XX % the balance payable as follows
(check one of the boxes below)
o Weekly, or
o Monthly, based on work completed
o Or milestones, installments, quarterly or other payment terms
Customer Information – Invoices Sent
Attn:
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Name of Company or individual (same as legal entity)
Name of Individual contact or Accounts Payable
Address
Phone Number
Facsimile
Email
Term
Term section of the agreement
• Enter an 'Effective date' (future date – after reviews & signatures)
o Start date of the work after signature of the customer
• Enter an 'Expiration Date'
o Stop date of the work
• Be sure to include extra time for contingencies
o i.e. bad weather, staff illness, time to complete deliverables, etc.
• Term should be five years or less
• Contact External Sales if greater than five years
Term
Do not include:
• A start date defined by an event
o Funding, completion of a project, hiring a new employee
• An end date defined by an event
o One year after start date, completion of task or project
• Start date prior to signature of customer
Notices
Attn:
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Name of Company
Name of Individual or Accounts Payable
Address
Phone Number
Facsimile
Email
Witness Section
Regents of the University of Minnesota
Name of Company
By:_______________________________
Name:____________________________
Title:_____________________________
Date:_____________________________
By:_______________________________
Name:____________________________
Title:_____________________________
Date:_____________________________
Delegation of Authority
Website: http://compliance.umn.edu/index.htm
• Search by unit name – check to see if person who has delegated
authority (the delegatee) has delegated the authority further by
typing in their x-500 in the “delegator” field; if not, the authority to
sign rests with them.
• External Sales Delegations categories
• FN02 – Non-Lab Use External Sale and/or Lab-Use External Sale
• Pay close attention to the probable presence of a dollar threshold
in the delegations listing.
Amending a Service Agreement
Contract has been identified as an agreement that can be
modified
• Description of Services
o additional services and language which does not replace the original
description of services
• Term
o end date extended to complete original services or new services
• Compensation
o define additional dollars for additional services
 Consideration of the desire to continue original agreement
Handout provided: Amendment and Instructions
Service Agreement Short Form
All of the items listed on the Standard Service Agreement
• Submitted by: department contact
• Date Submitted: date sent to customer
• Special Considerations: should be put into Description of Services
• Only customer needs to sign
Handout provided: Service Agreement Short Form and Instructions
Lab Use Agreement
Use of lab equipment or supervised lab use by company or
individual representing themselves
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Term is typically open ended
“This Agreement is entered into by University through its”…
o
Enter department description per Chart of Accounts for the DeptID#
Handout provided: Lab Use Agreement and Instructions
Workshop Agreement
Workshops, seminars or presentations developed by the
department where the information is owned by the
University or staff
• Description of Workshop/Presentation
o Include title of the presentation or material
• Date, Location, and Time
• Payment defined by the contract
o Due on the day of the workshop/presentation or receipt of invoice
• Obligation of Company
o i.e. room requirements, power, equipment, internet hook-up, company staff to
assist, etc.
Handout provided: Workshop Agreement and Instructions
Confidentiality Agreement
Stand alone Agreement – OGC-SC205
Agreement is used when a Company wants preliminary discussions
that may or may not lead to agreements between the University and
the Company or individual to be kept confidential.
• Effective as of: [enter date] (before discussions start)
• Information relating to: [enter the subject matter]
Handout provided: Confidentiality Agreement and Instructions
Confidentiality Addendum
Attached to a Service Agreement:
• OGC-SC106 Information Only
• OGC-SC107 Information & Results
• Used when a Company wants information it submits and/or the
results the UMN generation to be kept confidential
• Service Agreement Dated: enter date service agreement starts
• Information relating to the Service Agreement
Handout provided: Confidentiality Agreement and Instructions
Questions & Answers
• See handout “Frequently Asked
Questions”