External Sales Agreements
(Contracts) –
Filling out the Forms
October 9th, 2014
University of Minnesota
Introductions
Keith Jansen – Manager Internal/External Sales
Russ Bakke – Financial Analyst TAIES
Steve Brandeen – Financial Analyst TAIES
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Procedure
Establishing External Sales Agreements (Contracts)
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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
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Which one to use?
• Services Agreement - services provided (testing or
consulting)
• Short Form Services Agreement – services less than
$5,000 and low risk
• Lab Use Agreement – use of equipment in a lab
assisted or unassisted by staff
• Workshop Agreement – seminar or presentation
Contract Sections
• Description of Services
• 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/
Select External Sales & Purchases Agreement then External
Sales
Standard Agreement – University’s form with no
changes to terms and conditions
• If standard agreement is used, OGC does not review unless
specifically requested
FORM: OGC-SC102
Form Date: 01.29.02
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Revision Date: 11.16.10
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
FORM: OGC-SC102
Form Date: 01.29.02
Revision Date: 11.16.10
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Contracts
Standard Contracts Library includes:
• 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
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Service Agreement
•Use for providing any professional service
• Equipment testing
• Sample analysis or testing
• Consulting
• Editing
• Surveys
• Analysis of data
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Department Information
• Department ID #
• ESAF # for activity
• “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
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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 located at:
http://mblsportal.sos.state.mn.us/
•Other states
http://www.secstates.com/MN_Minnesota_Secretary_of_Sta
te_Corporation_Search/
•External Sales Office
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Legal Entity Type
Legal Entities Type:
• C- Corporation
• LLC – Limited Liability Corporation
• S- Corporation
• Sole Proprietorship or Partnership
Handout provided: Legal Entities
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Jurisdiction
The Customer's jurisdiction is the state in which the
customer is registered or incorporated and determines
where they would litigate.
•This can be provided by the customer
•Look up online
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Description of Services
Should include:
•Service to be provided
•Deliverables
•May be attached and referenced in the Description of
Services such as, "See Attachment A".
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Description of Services
Should not include:
•Information about defining the process in which the
service will be provided (statement of work, procedure or
scope of work).
•“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
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Description of Services
Should not include:
•Contingencies
•Payment based on the successful results or customer sales
•Conflicting terms and conditions
•Defining activity that is not a External Sale (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 (honorarium,
royalties, appearance fee etc.)
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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.
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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).
– Weekly, or
– Monthly, based on work completed.
– Or milestones, installments, quarterly or other payment terms.
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Customer Information – Invoices sent
Attn:
• Name of Company or individual (same as legal entity)
• Name of Individual contact or Accounts Payable
• Address
• Phone No.
• Facsimile:
• Email:
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Term
Term section of the agreement.
• Enter an 'Effective date' (start date of the project after
signature of the customer)
• Enter an 'Expiration Date' (stop date of the project)
• Be sure to include extra time for contingencies such as
bad weather, staff illness, or time to complete deliverables
etc.
• Term should be three years or less.
• Contact External Sales if greater than three years.
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Term
Not to include in term:
•A start date defined by an event
 Funding, completion of a project, hiring a new employee
•An end date defined by an event
 One year after start date, completion of task or project
•Start date prior to signature of customer
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Notices
Attn:
• Name of Company
• Name of Individual or Accounts Payable
• Address
• Phone No.
• Facsimile:
• Email:
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Witness Section
Regents of the University of Minnesota
Name of Company
By: _________________
Name: _______________
Title:_________________
Date:_________________
By: _________________
Name: _______________
Title:_________________
Date:_________________
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Amending a Service Agreement
Contract has been identified as an agreement that can be modified
• Description of Services – additional services and language which
does not replace the original description of services
• Term – end date extended to complete original services or new
services
• Compensation – define additional dollars for aditioanl services
Consideration of the desire to continue original agreement
Handout proved: Amendment and Instructions
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Service Agreement Short Form-
Keith
UNIVERSITY SHORT FORM SERVICES AGREEMENT
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
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Lab Use Agreement
Use of lab equipment or supervised lab use by company or
individual representing themselves
• Term is typically open ended
• “This Agreement is entered into by University through
its”… (enter department description per Chart of
Accounts for the DeptID#)
Handout proved: Lab Use Agreement and Instructions
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Workshop Agreement
Workshops, seminars or presentations development by the
department were the information is owned by the University or staff
•Description of Workshop/Presentation: include title of the
presentation or material
•Date, Location, and Time:
•Payment defined by the contract; Due on the day of the
workshop/presentation or receipt of invoice
•Obligation of Company: room requirements, power, equipment,
internet hook-up, company staff to assist, etc.
Handout provided: Workshop Agreement and Instructions
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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 proved: Confidentiality Agreement and Instructions
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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
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Questions
Questions & Answers
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External Sales Contact Information
extsales@umn.edu
Keith Jansen – 4-5540
Russ Bakke – 4-8835
Steve Brandeen – 4-9014
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