The University of Arizona

Troublesome Clauses

Some awards may include challenging and unacceptable clauses. The Contract & Research Support Program negotiates with the sponsor to remove the problematic clause or substitute alternative language that is acceptable to the University of Arizona and the sponsor.

The following contract areas can be difficult to negotiate because a sponsor may request terms that either conflict with state or federal law or Arizona Board of Regents policy. Principal investigators should become familiar with this list; if your sponsored project agreement will likely contain clauses in the following areas contract negotiations may take longer to complete. Plan accordingly.

  • Indemnification: this is an obligation to pay another party's damages and/or attorneys' fees suffered as a result of the claims of third parties. The university cannot warrant, indemnify or hold harmless per this Arizona Revised Statute.
  • Intellectual Property: In general, the university cannot assign, or grant a license to, intellectual property, developed by university employees, to another entity without receiving compensation for these rights. Cost sharing from a University of Arizona source is inappropriate if intellectual property developed by University employees will be assigned to a sponsor. Please refer to the Arizona Board of Regents Intellectual Property Policy.
  • Publication: As an academic institution which may be including students in its projects who need to publish in order to graduate, the university generally cannot agree to publication restrictions in its agreements. The university provides sponsors with a thirty day right to review manuscripts prior to publication. During this review, the sponsor may request that the university remove any sponsor confidential information contained in a manuscript. Additional time may be accorded to the sponsor in order to secure patent protection for intellectual property, prior to publication.
  • Confidential Information and the Arizona Public Records Laws: Once fully executed, a university contract cannot be considered confidential information. Also, the university may have an obligation to disclose information in its possession in response to a public records request. For this reason, the university generally requires a "marking provision," that tangible confidential be marked as "Proprietary" or "Confidential," and that oral or visual disclosures be reduced to writing at a later date. Please see links for the Inspection of Public Records and the Public Records Exemptions.
  • Governing law: As a rule, the university cannot agree to the governing law or venue of another jurisdiction. The university can either specify the governing law of the State of Arizona in its agreements, or simply remain silent of the issue of governing law. Escalation to a College's Dean and/or Department Head for written approval is required in order to accept the governing law or venue of another jurisdiction.
  • Four State required clauses: In its funded agreements, the university must include four state required clauses concerning arbitration, conflicts of interest, equal opportunity and immigration, and termination due to reduction or elimination of annual appropriations.
  • Export Controls: These are regulations such as Export Administration Regulations (EAR) and International Traffic in Arms Regulations (ITAR) which can pose great challenges to a university. The ability for a researcher to publish is a core function. Anything that limits, or prohibits, publication may restrict our ability to involve students on a project. Limitations such as sponsor approval for the university to publish require a principal investigator to go through a publication waiver process. Any restrictions on our ability to involve foreign nationals on such projects can also be difficult problematic.

Contact the Contract & Research Support Program for assistance.