Contract Management Policy

Source: Office of the Vice Chancellor for Administrative Affairs


The University of Wisconsin-Whitewater, a public assisted university, has primary responsibility for instruction, research and public service. The public supports the University because it is recognized as an asset to society in countless ways, including supplying graduates for jobs created and maintained in a free enterprise system. Graduates enter the work force in many roles in private commerce and industry, government and education. New knowledge is disseminated through literature and other media.

It is in the public interest to encourage integrative and cooperative interaction between the university, industry, government and other agencies. Under its instructional, research and public service obligations, UW-Whitewater enters into various contractual arrangements. Some of those contracts provide direct and mutual benefit: They enhance the University's primary mission of instruction, research and public service; benefit society through closer contact with faculty, staff and students; and generate and apply new knowledge through research. In other instances the contracts define the conditions under which the institution will receive and pay for goods or services.

In order to bring about such cooperation between the University, industry and the public, mechanisms must be developed which recognize and are consistent with the missions and policies of each of those involved. Several mechanisms have been conceived and initiated, ranging from unrestricted grants to sponsored research, to major development centers.

Because the missions of those involved are different, it is necessary to establish principles of interaction which accommodate each party in a fair and reasonable way. The University needs an organization which manages these interactions consistently and professionally.

It is the purpose of this policy to establish an orderly process for the initiation of contracts within the provisions of State Procurement Policies, UW System General Administrative Policy Papers #2 Financial Administrating Enhanced Support, #8 Delegation of Responsibility and Authority for Purchasing, #8A Delegation of Responsibility and Authority for the Procurement of Printing, #9 Classified Service Delegated Classification Policy and Responsibility, #10 Computer Software Ownership, #11 Providing Computing Services to External Agencies, #20 Delegation and Authority for Computing Acquisitions Approval, #20A Delegation of Responsibility and Authority for Telecommunications Acquisition Approvals, #27 Ownership, Use and Control of Instructional Materials, #34 Patent Policy and Reporting Requirements Financial Policy and Procedures Paper #18 Inter-Institutional Contractual Agreements and #31 Payment for Personal Services and other applicable policies; and to assure that the commitments of the University are within its mission, meet all legal requirements and are realistically achievable within internal and external constraints of its resources (personnel, program, equipment, facilities and budget). 


2.01 Any interactive mechanism or contract with government, industry or other private or public agencies or parties must provide a stated benefit to the University's missions of instruction, research or service.

2.02 The interactive mechanism or contract must be in concurrence with the mission and policies of the University.

2.03 The rights and interests of both parties must be fully recognized. All arrangements will be governed by a principle of fairness.

2.04 The University must keep the public informed and describe the benefits of the interactions to the public on a continuing basis.

2.05 The University must at all times require that the highest ethical and professional standards are followed.

2.06 Reference should be made to applicable policy papers on patents and royalties.

2.07 The University faculty and staff will be fully informed of these principles of interaction, will have participated in the formulation of related University policy, and will know their responsibilities if they become involved. 


The following policies are adopted by the University of Wisconsin-Whitewater in order to facilitate administration of contracts and to meet the requirements of Wisconsin Statutes, UW Board of Regents policies, and other appropriate UW administrative policies and procedures. (See Attachment III for the definition of contract and other terms used in this policy.) The Vice Chancellor for Administrative Affairs is the designated Contract Officer for the University of Wisconsin-Whitewater except for conditions defined in 3.01 & 3.02 below. Delegation of contracting authority to selected individuals may occur for specific situations. (See Appendix I for additional delegation not specified in this policy statement.)

3.01 Review and Approval Process for purchases of goods and services contracts (excludes contracts for Personal Services, i.e., no materials included in contract).

3.01.1 All contracts for the procurement of goods and services from outside agencies are to be processed and approved through normal University procurement processes. This process includes all related contracts such as license agreements. That is, they are to have the approval of the administrator of the account from which the funds are to be disbursed and other appropriate administrators, and are to be forwarded to the University Purchasing Department for processing in accordance with the procurement rules and regulations as delineated in the University Handbook and the Purchasing Manual. Necessary information must be furnished to facilitate procurement.

Contracting for travel and contracting for facilities, food and other related services for off-campus meetings and conferences is subject to specific requirements. The State Procurement process allows some latitude in obtaining competitive prices for these services. However, special forms are used to do the comparison of like facilities and services. You are advised to contact the campus Purchasing office to obtain the appropriate advice, instructions and/or forms as necessary prior to communicating any commitment.


3.01.2 Contracts for Professional Entertainment & Performing Artist Contracts.Even though entertainment and performing artists contracts are for Personal Services which are addressed in 3.02 below, there is a special State Procurement Operational Bulletin issued to record a Governor's waiver of sealed bid procedures for such transactions. Consequently, the administration of contracts for professional entertainment and performing artists shall be under the auspices of the Purchasing Agent. Accounts Payable will make the necessary provisions for withholding state income tax for non-resident entertainer contracts in excess of $3,200.3.02 Review and Approval Process for Personal Services

3.02.1 Personal Services (Employer/Employee Relationship). When personal services are secured under an employer/employee relationship, the individual must be appointed and paid on payroll. The administration of Unclassified Personnel is under the direction of the Provost. However, the Dean of Graduate Studies has been designated to administer the Graduate Assistant employment program. The Director of Human Resource Services administers Classified personnel and the Office of Financial Aid administers student employment.

3.02.2 Personal Services (No Employer/Employee Relationship--Refer to UW-System Financial Policy and Procedures Paper#31).

3.03 Internship & Cooperative ArrangementsAny internship or cooperative arrangement, in which either the University or the Agency/Company requires a written contract, is subject to the same requirements as other contractual arrangements. However, once a pro forma agreement is developed and approved by the Contract Officer, individual agreements can be entered into in accordance with the delegation indicated in Appendix 1.If the terms of the pro forma agreement are altered, the revised agreement must be reviewed and approved by the Contract Officer.

3.04 Non-Personnel Contracts Administered through Funds 104 & 136

There are frequent occasions where the Office of Graduate Studies, Continuing Education, and Summer Session will, on behalf of the University, negotiate and develop a written agreement to define the arrangement, condition, expectations and respective responsibilities for conducting a conference, workshop, camp, clinic or other similar organized activity.

While this is a very involved and often complex process, it is not necessarily compatible with the same type of review process outlined in 3.05 below. Accordingly, the process for developing and approving Non-Personnel Contracts for activities administered through Funds 104 and 136 will comply with the following requirements:

(1) Such contracts will originate in the Office of Graduate Studies, Continuing Education, and Summer Session.

(2) The actual written document will be developed by either the outside party or by Graduate Studies, Continuing Education, and Summer Session personnel and should include a statement of how the contract relates to the mission of the University, and a statement of the fees to be assessed. If the contract document itself does not include the specific cost components covered by the fees, a statement should accompany the contract for filing in the master contract file.

(3) The designated contracting authority will ensure that the terms of the contract or agreement adequately provide for insurance, legal liability and fiscal matters, and that it is appropriate for the University to enter into such an arrangement within the constraints of UW System and University policy, procedures and practices.

(4) The Office of Graduate Studies, Continuing Education, and Summer Session will verify that all terms of the contracts are enforced.

(5) The designated contracting authority will ensure that the conditions of GAPP#2, Section III, Authority to Sign Contracts, Certifications, Applications are satisfied.

(6) A copy of the completed contract or agreement will be placed in the University Contract Officer's Master Contract file.3.05 Review and Approval Process for All Other Contractual Relationships


The contract instrument should be a stand-alone document. Consequently, it should include a statement of purpose and a description of the activities; a statement of how the contract relates to the mission of the University, and a statement of the fees to be assessed. If the contract document itself does not include the specific cost components covered by the fees, a statement should accompany the transmittal for internal review only.

The length and thoroughness of the contract document should correspond to the scope and depth of the services covered by the agreement.

Parties interested in entering into a contractual agreement must begin by developing the contractual document itself. The document may be developed by either the outside sponsor or by UW-Whitewater personnel. UW-Whitewater's Office of Research and Sponsored Programs staff will then review the document, modify the language, if necessary, to fit the particular circumstances, and proceed as outlined below. A sample contract is included with this policy paper. (See Attachment IIA). Questions regarding specific legal issues, insurance, and other related technical matters can be directed to the Vice Chancellor for Administrative Affairs.

3.05.1 Responsibilities in the Review Process3.05.1.1 Initiator of contract (staff member, department head, etc.). Contract routing form to be obtained from Office of Research and Sponsored Programs by the initiator. Approval of (one level above the respective initiator). Dean's Office (if applicable). Must determine that programmatic commitment does not conflict with the basic function of the proposing unit and that physical facilities, equipment, and academic support services have been considered. Division Administrator (or Designee) of unit proposing agreement. Must assure that the program is in accordance with the mission of the University. Office of Vice Chancellor for Administrative Affairs. It is the responsibility of the Vice Chancellor for Administrative Affairs, as the designated contracting authority, to ensure that the terms of the contracts or agreements adequately provide for insurance, legal liability and fiscal matters; and that it is appropriate for the University to enter into such an arrangement within the constraints of UW System and University policies and practices. It is also the responsibility of the Vice Chancellor to verify that all terms of the contracts are enforced. The Research and Sponsored Programs Office is responsible for:a. making necessary distributions, including a copy to the Grants Accountant; andb. forwarding it to Office of Budget, Planning and Analysis for reporting to the Board of Regents in accordance with UW System General Administrative Policy Paper#2; andc. forwarding a copy of the completed contract to the Vice Chancellor for filing in the Master Contract file; andd. performing other related contract administration. The Board of Regents, (when contract exceeds $200,000) as outlined in UW System General Administrative Policy Paper#2.3.06 Responsibility for carrying out the terms of the contract rests within the respective administrative channels with the Dean/Director being responsible for all activities conducted within their respective units.

3.07 All contracts for specific use of University facilities shall also consider the terms and conditions set forth in Board of Regents Policy Document#74-15, revised; and UW-W Use of Facilities Policy.

3.08 Patent and Royalty Considerations

The area of greatest potential conflict within the University and between industry and the University involves the nature of contracts and assignment of rights. Ownership agreements negotiated should be negotiated in advance. The guidelines specified in applicable patent and royalty policies must be considered when entering into a contractual agreement. Publication of findings is a subset of intellectual property rights and consequently caution should be exercised when considering entering into a non-disclosure or prior review agreements.

3.09 Copyrights

Copyrights which University employees obtain on their original works shall belong to the employee, except in those instances where an employee's normal workload is reduced in recognition of an assigned writing task to produce copyrightable material. Further, when copyrights are the subject of agreements between the University and extramural sponsors, University employees must cooperate in honoring all contractual commitments.Reference should be made to UW System's detailed policy statement entitled, "Ownership, Use and Control of Instructional Materials" (General Administrative Policy Paper#27).

3.10 Publication

The University and its employees have an obligation to assure that research results are made known to the general public when, in the opinion of the author and the University, it is appropriate to do so. Consequently, if the nature of the arrangement includes preservation of proprietary information, special care must be taken, including a review by legal counsel before entering into the agreement. Where legally required, provisions in the agreement will allow for short delays in the dissemination of results; for example, 90 days in the case of need to file for patents. 

 Proposed Check List: (Responsible office identified in parentheses)

_____ 1. Programmatic commitments will not conflict with the basic function of the proposed unit contemplating the contractual commitments and are in concurrence with UW-Whitewater's mission. (Dean)

_____ 2. Needs for physical facilities, equipment, and academic support services have been considered. (Dean)

_____ 3. Initials of Division Administrator or Designee indicating approval.

_____ 4. Compliance with the legal liabilities and general contractual terminologies to be in concurrence with UW System policies. (Vice Chancellor for Administrative Affairs)

_____ 5. General concurrence with the UW System General Administrative Policy Paper (GAPP) #2. (Dean of Graduate Studies)

(May be adapted to meet specific conditions or situations)
Name of Agency

The______(Name of Agency)_______(hereafter referred to as the Sponsor) located at______(Address of Agency)______ agrees to a project entitled, ______(Name ofProject)______, during the period _______(Month/Day/Year)_______to______(Month/Day/Year)______ .

For this purpose the Sponsor and THE BOARD OF REGENTS, UNIVERSITY OF WISCONSIN SYSTEM, University of Wisconsin-Whitewater (hereafter referred to as UW-W) mutually agree on the following:

(1) The project will be under the supervision of_______________________ of UW-W Department of______________________________.

(2) The sponsor will provide UW-W the sum of $____to be paid upon return of this fully-signed agreement by UW-W. (Page___of this contract provides the budgetary basis for this agreement.) Payment will be sent to the Bursar, University of Wisconsin-Whitewater, Whitewater, Wisconsin 53190.

(3) The "scope of work" of this project shall include the following:

(4) Reports of progress are to be made from time to time. Publication of data is to be as prompt as practicable, subject to release by UW-Whitewater.

(5) UW-W will furnish facilities and such usual equipment as is required for the work on this project insofar as the facilities of UW-W will permit.

(6) Upon the termination of this agreement, any equipment, material, or supplies remaining in stock will become the property of UW-W.

(7) Ownership rights to any invention, patent, or knowledge resulting from this project shall be in accordance with applicable invention and patent policies.

(8) The UW-W and its employees shall have the right, at their discretion, to release information or to publish any data, writings, or material resulting from the research or to use such in any way for its internal purposes. The UW-W shall furnish the Sponsor with a copy of any proposed publication in advance of the proposed publication date and grant the Sponsor thirty (30) days for review and comment. Within this period, the Sponsor may request the University, in writing, to delay such publication for a maximum of an additional sixty (60) days in order to protect the potential patentability of any invention described therein. Such delay shall not, however, be imposed on the filing of any student thesis.

(9) It is understood that UW-W is not responsible for any research conducted by others.

(10) Use of____________________________________ after its delivery by UW-W shall be the sole and exclusive responsibility of _______________________. The ___________________ does hereby agree to hold harmless and indemnify the State of Wisconsin, the Board of Regents of the University of Wisconsin System and the University of Wisconsin-Whitewater, their officers, agents and employees, from any and all liability, loss, damages, costs, or expenses which are sustained, incurred or required arising out of the actions of the ____________________________________, its employees, agents or representatives in the course of _________________(description of program)___________________________.

(11) ___________________________ will provide UW-W with a certificate of insurance for the full period of the contract as specified above. The insurance coverage will provide _____________________________ with minimum limits of $300,000 single liability; or $100,000 per individual, $300,000 per occurrence for bodily injury and $100,000 for property damage. The certificate will also state that if the policy is canceled during its term or the coverage afforded by it is reduced, the insurer will mail notice to UW-W at least five days before the effective date of cancellation. The Certificate of Insurance is to be in the office of Risk Management and Safety prior to the beginning of the above event(s).


:_________ __________________________________________________

Date/ UW-Whitewater Principle(s)
 _________ __________________________________________________

Date/ Name, Vice Chancellor/Administrative AffairsUniversity of Wisconsin-Whitewater

FOR THE SPONSOR:_________ __________________________________________________

Date/ (Signature)

(Typed or Printed Name)



This Agreement is made and entered into as of the ____ day of ____, 20 ___ by and between the *PRIME* and the *SUBRECIPIENT* (*"subgrantee"*).

WHEREAS, *PRIME* is the recipient of a Prime Grant Award from the *SPONSOR* for work under grant number ____ entitled, "_____________;" and

WHEREAS, said Grant contemplates the provision of services by the Subgrantee; andWHEREAS, *PRIME* and the Subgrantee desire to formalize their understandings to assure the provision of the services contemplated in the Grant to be performed by the Subgrantee in compliance with the Grant and all pertinent laws, regulations and policies;NOW, THEREFORE, the parties agree as follows:


________, as the Principal Investigator of *PRIME*, shall retain the responsibility for technical direction of this project. He/she is not authorized to amend or alter this Agreement. The Subgrantee's Principal Investigator is _______. The Subgrantee is not authorized to change key personnel without written approval from *PRIME*. All changes must be documented by a formal written modification, signed by authorized parties and attached to this Agreement.


The effective period of this Agreement shall be from ____ through ____, unless otherwise provided for by modification to this Agreement. No expenses will be reimbursed which are incurred prior to the effective date or subsequent to the termination date unless specifically approved, in writing, by *PRIME*.


Unless otherwise specifically provided in this Agreement, the Subgrantee shall supply all of the necessary personnel, equipment, and materials to accomplish the tasks set forth in Attachment A: Scope of Work.


* will reimburse the Subgrantee for costs up to an amount not to exceed $____ incurred in the performance of the work described in Attachment A. All costs incurred under this agreement must be in accordance with the terms of the *SPONSOR* and with the budget provisions set forth in Attachment B: Budget Detail.

*PRIME* is not, in the absence of a modification, obligated to reimburse the Subgrantee for costs incurred by the Subgrantee which are in excess of the costs specified in this article.


The Subgrantee will submit invoices for work completed not more frequently than monthly. Payment of all invoices is contingent upon compliance with the scope of work and the propriety of charges as assessed by *PRIME*'s Principal Investigator.This invoice shall be submitted in triplicate, state the period for which the charge is made, show a cumulative total to date, reference this Agreement Number and be in the same format as the budget (Attachment B).

The signed, original invoice shall be submitted to: _____________________________. The final invoice shall be submitted by the Subgrantee within sixty (60) days of the termination date of this Agreement and be marked "Final Invoice".


The Subgrantee shall comply with 45 CFR 74, subpart H-Standards for Grantee and Subgrantee Financial Management Systems and Audits or, if the Subgrantee is a state or local government, 45 CRF Part 92, Subpart C Post-Award Requirements which are incorporated herein by reference. Accordingly, the Subgrantee shall comply with applicable standards relating to financial reporting, accounting records, internal control, budget control, payments, advance payments, allowable costs, source documentation, cash management, audit resolution, etc.

This Agreement is contingent upon the continuing availability of funds for the purpose hereof.


The allowability of costs be determined in accordance with the provisions of OMB Circular A-21 and A-110 in addition to any attachments hereto. Distribution of expenditures shall follow the budget (Attachment B). The Subgrantee agrees to comply with the applicable terms and conditions of the grant program legislation and regulations under which the Prime Grant Award was made and the prime Grant Notice of Award (Attachment C) including all its special terms and conditions. All references in these provisions regarding the funding agency shall be deemed to mean *PRIME* and references to the "Grantee or Contractor" shall be deemed to mean *RECIPIENT*.The Subgrantee assumes sole responsibility for reimbursement to *PRIME* of a sum of money equivalent to the amount of any expenditures disallowed should *PRIME* or an authorized agency rule through audit exception, or some other appropriate means, that any incurred costs are unallowable in accordance with the terms and conditions of this Agreement.


This Agreement is subject to the Single Audit requirements of OMB Circular A-28 or A-133, as applicable. A copy of the Subgrantee's most recently released financial statement and independent audit (as defined in the above Circular) will be provided to *PRIME* for review along with the executed copy of this Agreement. These reports should be addressed to: _____________. If *PRIME*'s review of the Subgrantee's audit report detects instances of noncompliance with Federal laws and regulations, *PRIME* will notify the Subgrantee that appropriate corrective action must be taken within six months. Failure to make progress toward such corrective action may result in the suspension or termination of this Agreement, as well as the return of expenses reimbursed to that point in the Agreement period.The Subgrantee shall comply with 45 CFR Part 74, Subpart D-Retention and Access Requirements for Records, which is incorporated herein by reference. Accordingly, the Subgrantee shall grant *PRIME*, and its authorized representatives, access to financial or programmatic records pertinent to this Agreement. The Subgrantee shall retain all such records for three years after the closing date of the Prime Grant Award. If an audit, litigation, claim, negotiation or other action involving the records starts before the retention period ends, the records shall be retained until the action is completed and all issues resolved or the retention period ends, whichever is later.


The Subgrantee shall not change the project scope or objectives, or make any budget revision requiring approval under the applicable OMB Circular cost principles without prior written approval by *PRIME*.


The Subgrantee is accountable to *PRIME* for any program income generated as a result of this Agreement. *PRIME* is accountable to the Federal Sponsoring agency for the records on the receipt and disposition of any such income. The Subgrantee will maintain such records as are necessary for *PRIME* to fulfill its responsibility and will report, in writing, to *PRIME* any program income generated as a result of this Agreement. The Subgrantee shall be subject to the same requirements as *PRIME* with respect to use of general program income.


The Subgrantee shall comply with 45 CFR Part 74, Subpart O-Property, which is incorporated herein by reference. Accordingly, title to equipment and supplies acquired in part or in whole as a direct cost under this Agreement shall vest upon acquisition in the Subgrantee. If the Subgrantee is a nonprofit institution of higher education or other nonprofit organization whose primary purpose is scientific research, it shall have no further obligation with respect to equipment and supplies except that the Federal Sponsoring Agency may require transfer of title to equipment with a unit acquisition cost exceeding $5000. If the Subgrantee is not, it shall use the equipment and supplies for the purposes of this Agreement and manage and dispose of them in accordance with the regulations.


The Subgrantee will be responsible for the following contribution to the cost of this project: NA.


A final report of work accomplished under this Agreement, in such detail as shall be requested by *PRIME*, is required prior to final payment.


This Agreement is not assignable without written consent of both parties. Any such attempted assignment shall be void and of no legal effect.


The relationship between the parties under this Agreement is that of independent contractors. Neither party is authorized to act as an agent or employee of the other. Neither party assumes any liability for any debts or obligations incurred by the other party to this Agreement.


The laws of the State of Wisconsin and rules and regulations issued pursuant thereto shall be applied in the interpretation, execution, and enforcement of this Agreement.


This Agreement is subject to Section 1352, Title 31, U.S. Code entitled, "Limitation on use of appropriate funds to influence certain Federal contracting and financial transactions."


The Subgrantee shall comply with the standard patent rights clause contained in 37 CFR Sec. 401.14, which is made a part hereof by reference. Accordingly, the Subgrantee shall retain right, title, and interest to each invention developed under this Subagreement, except that the federal government and *PRIME* shall have a nonexclusive, nontransferable, irrevocable, paid-up license to use the invention. The Subgrantee shall incorporate the requriements of this section in lower tier subcontracts and grants.


The Subgrantee is free to copyright material developed in the course of this Agreement. *PRIME* and the U.S. government shall have a royalty-free, nonexclusive, irrevocable license to reproduce, publish, or otherwise use any such copyrighted or copyrightable material. The Subgrantee shall place an acknowledgment and disclaimer, as appropriate, of federal government support on any publication written or published with funds from this Agreement.


The Subgrantee will comply with Title VI of the Civil Rights Act of 1964, Title IX of the Education Amendments of 1972, Title III of the Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, as amended, and all applicable local, State and Federal laws. Should the Subgrantee have more than twenty-five employees, the Subgrantee will also comply with the Americans with Disablities Act of 1990.


Should human subjects be used in this project, the Subgrantee will comply with Federal Sponsoring Agency policies and regulations on the protection of human subjects. In addition to assuring that the initial requirements for protection of human subjects are met, the Subgrantee agrees to assure continued monitoring and compliance with these requirements during the course of the project.


Should vertebrate animals be used in this project, the Subgrantee will comply with the Animal Welfare Act of 1966 as amended and guidelines in National Institute of Health (NIH) publication 85-23, "Guide for the Care and Use of Laboratory Animals". The Subgrantee assures *PRIME* that it has provided an acceptable written assurance of compliance to NIH. Should marine animals be used in the project the Subgrantee agrees to also comply with the Marine Mammal Act.


In accepting this Agreement, the Subgrantee certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from participation in this transaction by any Federal department or agency. Subgrantee also certifies that it is not delinquent on the repayment of any Federal debt. Any change in the debarred, suspended or delinquency status of the Subgrantee during the life of this Agreement must be reported immediately to *PRIME*.


To the extent authorized by law, the Subgrantee shall indemnify, save and hold harmless *PRIME*, its employees and agents, against any and all claims, damages, liability and court awards including costs, expenses, and attorney fees incurred as a result of any act or omission by the Subgrantee, or its employees, agents, subcontractors, or assignees pursuant to the terms of this Agreement.


The parties hereto understand and agree that liability of the ___________.


The Subgrantee agrees to maintain coverage for workmen's compensation, comprehensive general liability insurance and employer's liability insurance either through commercial insurance or a reasonable self-insurance mechanism in amounts required by Wisconsin State statutes. Subgrantee will provide proof of insurance at *PRIME*'s request.


This Agreement may be terminated as follows:

A. In the event that the *SPONSOR* terminates the Prime Grant Agreement in whole or in part for convenience, *PRIME* may terminate the Agreement in whole or in part.

B. *PRIME* may by written notice terminate this Agreement for Subgrantee's default, in whole or in part, at any time, if the Subgrantee refuses or fails to comply with the terms and conditions of this Agreement, or so fails to make progress as to endanger performance and does not cure such failure within a reasonable period of time specified by *PRIME*, or fails to make deliveries of the materials or supplies or perform the services within the time specified or any written extension thereof.In either case, upon receipt of a termination notice, the Subgrantee shall cancel as many outstanding obligations as possible, work shall stop, and the Subgrantee shall not incur new obligations after the effective date of termination. The Subgrantee shall deliver to *PRIME* all work and materials produced or acquired. *PRIME* shall pay the Subgrantee for incurred costs and/or uncancelable obligations prior to the effective date of termination. In the event of termination by *PRIME* under item B above, *PRIME* may proceed with the work in any manner deemed proper by *PRIME* and the Subgrantee shall be liable to *PRIME* for the excess costs of such work.In Witness Whereof, the parties have caused this Agreement to be executed by their duly authorized representatives.


____________ ___________ ___________ ______


____________ ____________ _________ ______

 Attachment A-Scope of Work

Attachment B-Budget

Attachment C-Notice of Prime Grant Award

The terms defined below provide consistency in the use of the Contract Management Policy:

Agreement: Although often used as synonymous with "Contract," an Agreement is a broader term, e.g., an agreement might lack an essential element of a contract. In law, an agreement is a concord of understanding and intention between two or more parties with the respect to the effect upon their relative rights and duties. If an agreement is the consent of two or more parties concurring to the transmission of some property, right, or benefit with the view of contracting obligation, or a mutual benefit, then it should be handled in the same manner as a "Contract."
 Gift: To qualify as a gift to the institution, extramural support must meet all of the following criteria:1. Nature of the support is not from the constraining force of any moral or legal duty or from the incentive of anticipated benefits of an economic nature;2. Detailed reports are not required--neither periodic or final, nor fiscal or technical. (The principal investigator may provide the donor with a brief statement that the expenditures were in accord with the intent of the gift);3. No provisions (delays, advance notice) are imposed by the donor concerning publication of data and information derived from the activity;4. There is no specific time limit on the expenditure of funds;5. Rights to any patent/copyright are not retained by the donor.
 Grant: A grant represents a mutual joining of interests on the part of the grantor and grantee institution in the pursuit of common objectives. In this relationship, the grantee institution assumes with the grantor the obligation to act in the public interest in achieving a common purpose. This is a relationship of trust which imposes upon the grantee institution the responsibility to assume that the grant funds are utilized for the purpose for which they were awarded, and to exercise the same probity and prudence in their expenditure that is extended to the use of the grantee institution's own funds.
 Contract: A contract is a promise between two or more parties which creates an obligation to do or not to do a particular thing. Its essentials are competent parties, subject matter, a legal consideration, mutuality of agreement and mutuality of obligation. Typically, a contract involves the procurement of goods and services by one party or parties and the rendering of goods and services by the other party or parties. Contracts can be fixed-price contracts, cost-plus fixed-fee contracts, cost-reimbursement contracts, or cost-sharing contracts.
 Note: A grant is distinguished from a contract in that a grant does not constitute the procurement of goods and services. The grant is a unilateral act. The primary concern in the grant award is the identification of public value to be gained through the grant and the capability of the grantee to advance such value. It is important to note this distinction since the legal implications associated with contracts are quite different from those associated with grants.


As amended July 2014