Other Agreements

Other Agreements

Click here to access model and template contract documents

State & Metro Government Contracts

VUMC has contractual relationships with many governmental entities, including the Metropolitan Government of Nashville and Davidson County, the State of Tennessee, and the Veterans Administration. Due to multiple levels of review, and the fact that most government entities are mandated to work from their own templates, negotiation of such contracts can be lengthy. As we often have many contracts with one government agency, we must consider our overall relationship with that entity in the course of negotiating issues such as liability/indemnification, insurance, and ownership of work products. If you are applying for a government-sponsored project which will eventually result in a contract, you may be asked whether we would require any exceptions to their standard contractual language. If this question arises, please let us know and we will be happy to assist you in responding.

Medical & Professional Services

VUMC faculty and staff provide a wide range of professional services to other entities. There are other instances where professional services are provided to VUMC. Sometimes these agreements are drafted by our office, and sometimes by the other entity. These agreements require review by the Office of General Counsel, due to the complexities of anti-kickback and other statutes. We work closely with the reviewing attorneys, but this process can take time. Thus, we always appreciate as much advance notice as possible. When preparing a scope of service for a professional services agreement, please be as detailed as possible. It is important that we are very clear what services are being provided, so that we can be sure we have met our obligations. In writing the scope, it can be helpful to think about how the contemplated activity fits into our overall mission of teaching, research, and education. We also need a detailed budget, with indication of how the cost was calculated, to be sure that it reflects fair market value. If employees of another institution will be providing services at VUMC, background checks will often be required.

Educational Agreements

Vanderbilt students from many disciplines receive clinical training at other institutions, and students from other schools train at VUMC. Also, nurses sometimes receive specialized training through a similar arrangement. Depending on the other institution, it can take weeks to negotiate such a contract. Therefore, it is important to alert GCM as soon as you know you will have need for an internship, externship, or other training agreement. We can often negotiate the terms of the agreement with the other institution, while your department is working out the dates and program details. Background checks are required for anyone coming to VUMC for training. If you anticipate sending or receiving additional students to/from the other institution, the contract can cover several years, so that it does not have to be renegotiated each time. If your situation relates to the training of a medical resident, please contact Jane Shoun (615-322-4916) in the Office of Graduate Medical Education. For visiting medical students, contact Teresa Lyons-Oten (615-343-6311, the Registrar of the School of Medicine. In the event that GCM needs to be involved in an agreement for a resident/clinical fellow or medical student, the GME Office or Registrar will alert us.

Stand Alone Business Associate Agreements

A Business Associate Agreement without an underlying contract for services will need to include a detailed scope defining the work covered by the relationship. Stand-alone BAAs are rare, and we generally prefer to have a service agreement which includes business associate terms, or has a BAA attached to it. Such situations may require additional review by the Privacy Office.

Confidential Disclosure Agreements

A Confidentiality Disclosure Agreement ("CDA") may also be referred to as a Nondisclosure Agreement, Secrecy Agreement or Confidentiality Agreement. The purpose of this type of agreement is to ensure that confidential information belonging to a party (or parties) to the agreement is protected. The CDA can be "one-way" when, for example, a sponsor is providing information to a PI so that he/she can determine if he/she wishes to participate sponsor's study. The CDA may be a two-way agreement when the PI and sponsor will both be disclosing confidential information in their discussions with one another. Both of these types of CDAs are available on the GCM Forms, Tools & Resources page. If the sponsor-provided CDA does not require an institutional signature, review by GCM is not mandatory, but is recommended. If an institutional signature is required, GCM must review the CDA prior to signatures.

Material Transfer Agreements

Material Transfer agreements are handled by the Office of Technology Transfer.