The Contracts Process
-
The Contracts Process
The process for submitting a Contract to SPA for processing is very similar to Grant Funding Proposal, with the exception that it is possible a proposal will not be entered into VERA Grants (depending on the type - Unfunded).
- Unfunded Agreements Guide
- Funded Agreements Guide
- Department Guide to requesting & submitting CORE Agreement & CORE Amendment in VERA
Once an agreement request has been assigned a VERA ID number, it is assigned to a Contracts Team member, then the agreement is either drafted or reviewed. The team member identifies terms that are problematic for Vanderbilt. Some common negotiation issues are indemnification, intellectual property ownership, and the applicability of certain federal flow-down terms. The member will work with the other party, PI, administrator, and various other offices across campus, as needed, including: the Office of General Counsel, Risk Management, Office of Contract and Grant Accounting, and CTTC. Once the agreement has been finalized in a form acceptable to both Vanderbilt and the other party, the agreement will be signed by both SPA and the other party. Finally, the fully-executed agreement is uploaded and activated in VERA Agreements.
DOCUMENTATION
- For those Contracts that must be submitted through VERA Grants (Funding Proposal), in addition to VERA Agreements, this is the list of "Possible Documentation Needed for VERA Submission".
- It is a minority of the Contract cases that come through SPA that do not require submission through VERA. But, in those cases that only submission through VERA is necessary, no additional documentation is required (see link above), most helpful is the Statement/Scope of Work (SOW).
- Non-Disclosure Agreements often require the Contract Team member to reach out to the PI to find out what type of information will be shared and whether it will be unilateral versus mutual disclosure.
RESOURCES
Data Use Agreements
-
Data Use Agreements
Sponsored Programs Administration (SPA) helps in the administration, drafting, review, and ultimately the signature on Data Use Agreements* related to research.
A Data Use Agreement may be needed when there is a transfer of certain types of information to Vanderbilt University from an outside entity. Data types that may need a DUA might include human or animal subject research, data protected under the Health Insurance Portability and Accountability Act of 1996 (HIPAA) [including Protected Health Information (PHI)], education records as defined by the Family Educational Rights Act (FERPA), or Personally Identifiable Information (PII). This list of examples is not exhaustive.
SPA works in conjunction with VUIT to ensure compliance with the terms of a Data Use Agreement prior to signature.
VUIT requires completion of this REDCap form which will assist in assessing contracting and information security needs in order to receive data in a manner according to regulations and University compliance requirements. Please include a pdf of the form (which will be emailed to you upon completion) in a new VERA "Create Agreement" Agreement Type: Data Use Agreement request along with a copy of the draft Data Use Agreement.
- Click here for the "Department Guide to requesting & submitting an Unfunded Agreement to SPA".
- Video resource: Creating & Submitting a Data Use Agreement to SPA.
For questions about the REDCap form, contract/agreement, or general DUA processes contact: jean.m.mercer@vanderbilt.edu
For questions about information security requirements contact: it.risk@vanderbilt.edu
*May also be called "Data Transfer Agreement," "Data Transfer and Use Agreement," or other similar title. The form may also be required for any research-related agreement containing data security requirements (e.g., Nondisclosure Agreement, Sponsored Research Agreement).
CORE Agreements
-
CORE Agreements
CORES Labs are shared resources offering a range of services to the research community (both internal at Vanderbilt University) and external, at a cost, for third party users.
- If a CORES Lab service is being used by a Vanderbilt University User, or a VUMC user, then iLab set up/use is all that is required - no VERA submission or signed agreement will be needed.
- If a CORES Lab service is being requested for use by a THIRD PARTY (not VU or VUMC), then a VERA submission is required in addition to the iLab set up/use.
How to submit a VERA CORES Request for both a new CORES Agreement and an Amendment to an existing CORES Agreement:
Link to VERA CORES Instructions
To find the "Research Core Agreement" and "Core Amendment Coverpage" for an Amendment::
Intergovernmental Personnel Act (IPA) Agreements
-
Intergovernmental Personnel Act (IPA) Agreements
A n IPA ( Intergovernmental Personnel Act ) is an agreement between Vanderbilt University (VU) and a Federal Agency. Most often, VU's IPAs are with the Veterans Administration Tennessee Valley Healthcare System - Nashville Campus for the services of a VU employee on a VA research project. In the case of IPAs with the VA, the research project, usually a VA Merit Review grant, will have been awarded to a VU faculty member (PI) who also has an appointment as a Research Health Scientist with the VA. The practice of a VU faculty member having more than one active appointment is known as a Dual Appointment.
- SPA helps with executing IPA Agreements, housing the fully-executed version in VERA, and providing a conduit for Research Finance to access that fully-executed version.
- Research Finance will complete the Award Setup & Project Setup processes in Oracle Cloud Grants Business Unit.
RESOURCES
-
Industry Sponsors - Terms to Review with Contracts Team
Industry Sponsors
Information for Prospective Research Sponsors
Vanderbilt University welcomes the opportunity to engage in research sponsored by the federal government, by private foundations, by private companies/corporations or other sponsors. The following summarizes the University's position on negotiation of certain important research contract terms:
PUBLICATION:
The University reserves the right to publish or otherwise disclose research results at its discretion. Sponsors may not prohibit or limit publication. The University will agree to delay publication submission for up to 90 days to give a sponsor time to review publication content for sponsor proprietary information and potential patents. Delay can be extended for a reasonable period of time in cases in which the sponsor has the right to file a patent and elects to do so.
PROPRIETARY INFORMATION:
The University is willing to maintain the confidentiality of the sponsor's proprietary information. Limitations on the disposition of proprietary information must be described in writing and agreed to by the University prior to disclosure. Any requirements of confidentiality should be limited, especially as they apply to graduate and professional students, when those provisions inhibit in any material way the free flow and exchange of ideas important to University missions.
WARRANTY:
The University provides all research results on an as-is, reasonable-effort basis. The University provides no guarantees, warranties, or assurances as to the usefulness of the research results for any purpose.
INDEMNIFICATION:
The University is willing to join in a mutual indemnity with a sponsor covering claims and losses attributable to the negligent acts or omissions of personnel in the performance of contracted research. The University does not indemnify sponsors against claims or losses arising from intentional or willful acts or violations of law. The University does not indemnify sponsors against claims or losses resulting from intellectual property infringement that might occur in the course of conducting research.
INTELLECTUAL PROPERTY:
The University retains ownership of patent rights and any software copyrights resulting from all University research. Sponsors have the right to negotiate an exclusive or a nonexclusive license with the University.
DATA:
The University will not enter into research agreements in which the sponsor seeks ownership or exclusive control over the use of project generated data, samples, or related information("Data"). The University requires continued academic use of all such data, which can include appropriately defined confidentiality terms. The sponsor may own reports and other deliverables containing project generated data.