Award Negotiation & Acceptance
The Office of Research Administration (ORA) supports faculty and staff in negotiating their federal and non-federal sponsored agreements, consulting with the Principal Investigator (PI), University Counsel or Risk Manager, and other administrative staff to ensure the PI and University’s interests are considered and protected. The negotiation process ranges from a few days to several weeks depending upon the award terms and conditions.
A Notice of Award is the formal notification from the sponsor that an award is offered in response to an application submitted by the University. This notice will typically specify the amount of funding being provided in the current year, as well as expected funding in future years. It will also incorporate, or “incorporate by reference,” the terms and conditions of the award.
Award Agreement Types
The following table provides a description of the types of agreements received and reviewed by ORA on behalf of the University:
|Grant||A form of financial assistance awarded to an organization for the conduct of research or other program as specified in an approved proposal. A grant, as opposed to a cooperative agreement, is used whenever the awarding office anticipates no substantial programmatic involvement with the recipient during the performance of the activities.|
|Cooperative Agreement||A form of financial assistance in which the sponsor can be described as a “partner” and plays a significant role in the project or program.|
|Contract||A mechanism for the procurement of goods or services for a particular project or program. Components of a contract are: deliverables, timeliness, and “works for hire.”|
|Amendment or Modification||An award that modifies any aspect of an existing award, e.g. additional funding, an extension of time, change of PI, change in terms and conditions, etc.|
|SubAward||A mechanism used to award pass-through funding from a prime recipient to the University (sub-recipient). All terms and conditions of the prime award “flow-down” to the University.|
|Memorandum of Understanding||A mechanism used to acknowledge an ongoing and strategic relationship between institutions, and/or support a grant application. An MOU lists areas of possible joint activities, without creating financial obligations or committing resources.|
Each award has unique terms and conditions. The time it takes to accept and process an award will depend upon the award mechanism used. During the negotiation phase ORA often consults with many parties, the PI, University Counsel or Risk Manager, and other administrative staff to ensure the PI and University’s interests are considered and protected. In addition, ORA will verify approvals have been secured for projects that involve human subjects, animal subjects, rDNA or infectious agents, or other compliance issues relevant to a project.
It is important the PI review the award terms and conditions to become familiar with the sponsor’s expectations and requirements in carrying out the project. For example, federal sponsors will often expect annual and final technical reports. The notice of award will also spell out any budgetary or programmatic restriction and specify the circumstances under which any changes in the project require the sponsor’s prior approval (e.g., change in key personnel).
ORA will update the PI at all stages of the negotiation.
Problematic Terms and Conditions
Typically, negotiation is not required on a federal grant because the terms and conditions are prescribed. The terms and conditions for agreements and contracts, however, differ depending upon the funding source. The following clauses may be subject to negotiation:
- Publication Restrictions – The University prohibits the acceptance of any award that prohibits or restricts publication, access, or dissemination of research results or prevents the University from disclosing the existence of an agreement.
- Indemnification – As a public institution, the University has sovereign immunity and has certain protections from liability under the Maine Tort Claims Act. Because of this, any indemnification by the University in a contract must include language that preserves sovereign immunity and the immunities and defenses available to the University under the law.
- Warranty – The University cannot guarantee research results, but can agree to provide a best faith effort to the sponsor and covenants that the works will be original to the University of Maine alone and will not infringe the intellectual property rights of others.
- Liability – Liability provisions, including limitations on the liability of the other party to a contract, must be carefully reviewed to ensure the University is not left without protection in the event something goes wrong under the contract.
- Intellectual Property – The University retains title to all intellectual property.
- Financial Viability – The financial viability of some commercial sponsors may not be readily apparent and must be researched prior to accepting an award.
- Export Controls – The University will attempt to negotiate out any clauses that would impact the ability to use the fundamental research exclusion.
ORA is authorized to accept awards on behalf of the University of Maine System once award terms and conditions have been reviewed and approved, all compliance approvals have been secured, and cost-share or third party commitments have been verified.
If a PI receives a copy of an award notice from an external sponsor, they should forward a copy to ORA (email@example.com) for processing. PIs are not authorized to sign these documents on behalf of the University of Maine; they must be signed by an authorized University representative with institutional signature authority.