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This procedure outlines the process for signing agreements that are binding on the University.
Contracts include any written agreement, contract, subcontract, binding letters of intent, memoranda of understanding, memorandum of agreement, lease, deed, transfer, instrument, assignment, obligation, certificate or other document, the provisions of which may be binding upon the university when signed by a person authorized by the Arizona Board of Regents to execute agreements on behalf of the University of Arizona.
What is a Contract?
- An agreement between two or more parties that creates obligations that are enforceable or otherwise recognized by law
- Examples of contracts include but are not limited to any document that has terms of and conditions, leases, letters of agreement, memoranda of understanding, letters of intent and interagency or intrasystem agreements
- Contracting agencies can be private industry, government agencies and non-profit organizations.
Which Contract Should I Use?
Often, the sponsor chooses the agreement type negating your opportunity to choose an agreement type. However, where possible, it is important to select the agreement type best suited for your transaction. It is always preferable that the sponsor or contractor use one of the University of Arizona's standard agreements. Agreement templates and other university agreement forms serve as a starting point for negotiations and are particularly useful if the funding agency does not have a draft agreement. Follow these links for agreement templates:
- Use the Proposal Types page to understand different agreement types and their standard application
- See the Forms and Templates page for initiation templates for common agreement types
Standard agreements adequately protect the university's interests, are written in clear language, include Arizona Board of Regents and state law requirements, expedite the contracting process, and are intended to be fair to all parties. Contractual transactions entered into using a standard agreement do not require additional university review and approval. However, if a substantive change is made to the agreement, Contracting Services or Procurement and Contracting Services (PACS) must review and approve the contract before it can be signed.
Do not use any prior versions of the templates or forms. Templates are updated regularly so, you should always use only the current version available on the Forms and Templates page.
It is important not to engage in any work without a formal, written agreement signed by a person authorized to sign on behalf of the University of Arizona. To avoid delays with contracts and agreements, contact Contracting Services, and/or Procurement and Contracting Services (PACS) in the early stages of the process.
What documents are needed to complete the contracting package?
The complete contracting package will include:
- Fully-signed Proposal Routing Sheet in UAccess Research. Please note: Proposal Routing Sheets are not required for contracts reviewed by Procurement and Contracting Services
- Payment Schedule
- Statement/Scope of work
- Word version of the contract with all relevant exhibits and attachments
- Additional supporting documents
Who negotiates an agreement?
Contracting Services and/or Procurement & Contracting Services (PACS) are responsible for developing and reviewing agreements between the University of Arizona and external parties. All parties work to ensure accountability, appropriate internal consultations, compliance with relevant regulations, legislation and university policies, and protection of university interests and resources.
No person who is not an authorized signatory may enter into binding contract negotiations, or approve or execute a contact on behalf of the university without authorization. Only those individuals specifically authorized by the Arizona Board of Regents may legally sign agreements for the Board, acting for and on behalf of The University of Arizona.
Agreements to pay an individual, corporation, or other entity, with the exception of sub-agreements, are routed to PACS.
The Contracting Office, as part of PACS reviews, processes, supports, and oversees all university contracts not associated with Sponsored Projects & Contracting Services, in a diligent and professional manner to ensure that they are in the university's best interest, conform to current Arizona Board of Regents and university policies, and comply with Arizona State law while maintaining a successful working relationship with outside contractors, their legal counsel and university departments.
The contracting office professionals in Procurement and Contracting Services have delegated authority to draft, negotiate, and sign contracts on behalf of the Arizona Board of Regents for the University of Arizona. This delegation comes from the director of PACS through the president of the university. Unless specifically granted by the president or a designee, no other University of Arizona department, faculty, or staff has this authority.
Procurement contracts are defined in general terms as formal agreements with a business entity to secure specific goods and/or services that are subject to compliance with procurement policies (e.g. technology, hotels and resorts, marketing, maintenance services, temporary personnel, leases, and auxiliary contracts such as bookstore services, vending machines, or food service agreements)
- Procurement for services
- Contractor agreements
- Equipment maintenance agreements
- Leases of movable property, such as tools, equipment, vehicles, etc.
- Leases, deeds, and other conveyances affecting interests in real property
- Debt instruments and related documents
- Maintenance agreements
- Software license agreements, and
- Promissory notes and other instruments for the payment of money
Agreement to receive payment from a sponsor, individual, corporation, or other entity, and to pay a sub-agreement to another entity are routed to Sponsored Projects & Contracting Services (SPCS).
Contracting Services has two university signatories who are responsible for accepting all types of awards, including grants, contracts, and other agreements, and for all campus units, on behalf of the Arizona Board of Regents.
Contracting Services facilitates and supports the University of Arizona sponsored projects and research enterprise by drafting, negotiating, and executing a variety of contracts and agreements, including the following:
- Research agreements
- Confidential Disclosure Agreements (CDA),
- Material Transfer Agreements (MTA), a.k.a. Universal Biological Material Transfer Agreement (UBMTA) for incoming materials (Tech Launch Arizona handles MTAs for outgoing University materials)
- Clinical Trial Agreements (CTA)
- Cooperative Research and Development Agreements (CRADAs)
- Government and non-profit grants and contracts
- Subcontracts: incoming and outgoing
- Sales and service agreements
- Memoranda of Agreement (MOA)
- Memoranda of Understanding (MOU)
- Non-Disclosure agreements
- Affiliation agreements
- Preceptor Agreements
- Medical Training Agreements
The Contracting Services reviews awards and, if necessary, negotiates through the appropriate Institution official to ensure the terms and conditions are acceptable to the university. As needed, Sponsored Projects & Contracting Services will consult with the principal investigator (PI), department/college/center administrators, and other administrative offices, such as Tech Launch Arizona and/or the Office of the General Counsel. The negotiation process ranges from a few days to several months or more depending on the complexity of the agreement and nature of specific clauses. See Prohibited and Problematic Provisions for clauses which can slow down this process.
Who should I contact to get an agreement reviewed?
Failure to follow the below stated guidance will delay the review and execution of your agreement.
The standard routing path for agreements TO PAY an individual, corporation, or other entity (excluding sub-agreements) is as follows:
Forward a copy of the agreement and referenced attachments and exhibits to Procurement & Contracting Services.
If related to a Requisition, Purchase Order, or Request for Bid/Proposal, send via campus mail to:
Procurement & Contracting Services (PACS)
If the transaction involves the issuance of a requisition, the contract should be forwarded to Purchasing Office as an attachment referencing the requisition number.
If the agreement is for a Purchasing Card or Disbursement Voucher (DV) transaction or there is no money involved, send via campus mail to:
Procurement & Contracting Services (PACS)
If a Certificate of Insurance is required, please include the certificate when the agreement is submitted to the Contracting Office for review. The amounts indicated in the document must match the certificate and the Additional Insured Endorsement must also be included on the certificate. If the Certificate of Insurance is missing or does not contain the written requirements, please contact the contractor and request the correct and appropriate insurance. Any reduced limits or waivers need to have prior written approval of Risk Management.
Agreement processing time is three to four weeks. Expedited processing is available with a processing time of one to two weeks. All processing times are dependent on the complexity of the agreement
- Send only original agreements -- faxed, scanned, or copied signatures will not be accepted
- Include all terms & conditions, either on the back of the document or as an attachment
- Include all referenced exhibits, attachments or addendums
- It is important to note that contracting reviews agreements only for legal content and may not be aware of any special terms and conditions. As principal investigator, you are responsible for correct inclusion of special terms or conditions
Thus, the principal investigator must read the agreement to ensure the following are correct:
- all blanks are filled in correctly
- freight charges, if any, are reflected correctly
- dollar amounts match
- taxes, if any, are included
- payment terms are acceptable
- equipment installation terms, if any, are accurate
- pick up and return of equipment, if applicable, is acceptable
- warranty is acceptable
- maintenance, if needed, is included
- term of the agreement is correct
- any renewal options, if necessary, are included; is automatic renewal desired?
Standard routing path for agreements to receive payment from a sponsor, individual, corporation, or other entity, and to pay a sub-agreement to another entity, with the exception of subcontracts. Please see Subawards for help with subcontracts.
Forward copy of agreement and referenced attachments and exhibits to Sponsored Projects & Contracting Services
If sent via campus, mail to:
Sponsored Projects & Contracting Services (SPCS)
University Services Building, Room 510
If sent via email, send to:
Contracting Services along with the other areas of Sponsored Projects & Contracting Services (SPCS) work to ensure that university, sponsor, and government rules and regulations are followed. The Contracting Services negotiates and/or signs the agreements that Sponsored Projects & Contracting Services administers.
Include Contracting Services in the process as early as possible so terms can be pre-negotiated. Investigators are encouraged to forward draft agreements, especially those with non-standard terms, to Contracting Services at the earliest possible stage. Draft agreements may be forwarded directly to firstname.lastname@example.org, independent of the proposal routing process.
Please send only modifiable Word versions of agreements for review. Do not send PDFs, locked documents, or hard copies as Contracting Services will not review these and this will add to the time it takes to negotiate and sign an agreement.
If you send the draft agreement to Sponsored Projects & Contracting Services (SPCS), attached to the Proposal Routing Sheet, clearly indicate that the draft agreement should be forwarded to the Contracting Services. Otherwise, the draft agreement will be filed with the proposal.
Once the agreement is received by SPCS it is matched to the appropriate proposal file. A negotiation log record is created in the UAccess Research database to track the status of the award document.
If no proposal has been routed through SPCS, then the faculty or staff member will be contacted to route the appropriate proposal documents through SPCS. A contract or agreement for sponsored project activity will not be negotiated until the proper paperwork has been routed.
If the award instrument requires university signature, or if specific terms or conditions are involved (e.g., contracts, clinical trials, some purchase orders), Sponsored Projects & Contracting Services (SPCS) will first send a copy of the agreement to the principal investigator for review and approval of terms, particularly budget, scope of work, effective dates, and reporting requirements. After SPCS receives written acceptance from the principal investigator (SP-226), SPCS will forward the package to the Contracting Services for review.
Only those individuals specifically authorized by the Arizona Board of Regents may legally sign agreements for the Board, acting for and on behalf of The University of Arizona
If non-standard terms are involved, Contracting Services may involve Tech Launch Arizona and/or the Office of General Counsel for review, approval, and negotiation with the sponsor, if appropriate. Tech Launch Arizona or Contracting Services will notify the principal investigator immediately if the agreement contains terms that the university cannot accept. Depending on the nature of the agreement, Risk Management and/or other compliance services in the Research Compliance Services may become involved.