Contracts in Sponsored Programs
and Research
Information for Grant Support Staff (GSS) to aid in
the set up and management of an award
Susan C. Puryear
Director of Sponsored Programs and Research
May 2014
What is a Contract?
• A contract is an agreement creating
obligations enforceable by law. The basic
elements of a contract include:
– Mutual Assent
– Consideration
– Capacity
– Legality
Contracts vs. Grants
Contract
Grant
Project Conceived by Sponsor
Project Conceived by PI
Used to acquire a product or service for
the direct benefit or use by the sponsor
Used to provide financial assistance of
support toward meeting a need or
established purpose
Sponsor exercises more control over
parameters of work and deliverables
PI establishes details of project and
retains more freedom and ownership
over process and products
When do we need Contracts in
Sponsored Programs and Research?
To establish the Terms and Conditions of …
• Contract work between a sponsor and Clark
• A prime grant award from a sponsor to Clark
• Work to be performed by the subawardees on a grant (the
subcontract)
• Work to be performed by consultants, vendors or other 3rd parties
on a project
NOTE: A grant or contracted project is not considered officially/legally
in effect and binding until a contract is fully executed by the other
party and an appropriate and authorized Clark signatory (unless award
notice provides otherwise).
Stages in the Contract Cycle
Solicit or
Develop
Facilitate
Execution
Review
Modify/Amend
Negotiate
Facilitate
Execution
Contract Solicitation/Development
•
•
Solicit/Develop
PI
May request contracts from Prime
Recipient or Sponsor
Develops contracts for collaborations
and with third party providers, and
subcontracts when Clark is the prime
recipient
May in some cases engage in precontract discussions of certain terms
and conditions relating to the
execution and delivery of the work
May in some cases solicit
contracts from Prime
Recipient or Sponsor
Contract Review
OSPR
PI
GSS
• Reviews
contract in
entirety to
identify issues
requiring
negotiation or
highlighting,
or to approve
for signature
• Needs to
review entire
contract and
get back to
OSPR to
discuss issues/
changes
• Reminds PI to
review!
• May review as
well to
contribute to
the
identification
of issues
Common Issues in Terms & Conditions
• Parties – Clark should be a party to the contract, not the
PI/Institute/Center/Department
• Period of Performance Dates – should align somewhat with proposal or at
least be the same performance length of time starting within an
acceptable time period
• Statement of Work/Deliverables – should align with those proposed or
agreed upon in pre-contract discussions
• Budget – should agree with that approved by Clark at proposal stage
• Invoicing & Payment Terms – ideally invoicing requirements should not
create undue burden with documentation, payments should be available
at intervals that cover or reimburse project expenses without burdensome
delay
• Signatory – should be an authorized signatory of the university (Dean of
Research) and not the PI or Center/Institute/Department Head
• Other – indemnification, choice of law, insurance, intellectual property,
etc.
Contract Negotiation
The go-between wears out a thousand sandals. – Japanese Proverb.
PI & GSS
• May discuss
aspects of the
project
contract with
counterpart in
some cases
where
appropriate
with
understanding
that university
reviews and
approval done
by OSPR and
Dean of
Research
OSPR
• Negotiates
content and
language of
Terms &
Conditions of
contract on
behalf of the
university
Dean of Research
• Gives final
approval and
executes
contract on
behalf of the
university.
Execution
• A Contract is not in effect legally until fully executed
(signed by both parties to the agreement).
• Typically Clark extends an unexecuted “final”
contract/subcontract to the other party for their final
review and initial signature and then completes full
execution upon its return.
• Typically scanned and emailed signed copies suffice
unless a party requests original signatures.
• Who facilitates execution? It depends…
• OSPR always needs a fully executed copy of the
agreement and PIs/GSS should also keep copies for
their files and reference to requirements.
Contract Amendment/Modification
• Contracts contain provisions for
amendments/modifications to the original agreement
which normally must be agreed to in writing by authorized
officials of both parties.
• Amendments/Modifications may be needed for the release
of subsequent years of funding (ie. Budget year 2 of a 4
year award) and to extend the period of performance.
• May be used for any other material change to the original
Terms & Conditions (change in scope of work, PI, period of
performance, budget, etc.).
• Contract amendments/modifications require the same
review, negotiation (if needed) and execution process as
the prime contract.
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Requirements in Contracts for GSS to
Note
Reporting Requirements
Project Deliverables (including timeline)
Notification Requirements
Re-budgeting Terms
Prior-approvals Requirements
Record-keeping
Invoicing and Payment Terms and Schedule
Unallowable Costs & Activities
Acknowledgements