Common Elements of a Subagreement

One of the most critical components of the subagreement is the description of the work that the UR expects and requires from the subrecipient. An inadequately prepared statement of work may lead to dispute or disagreement between the UR and the collaborating entity. The statement of work should be accurate and concise as to what, when, and if appropriate, how, the UR expects the subrecipient to accomplish the tasks. Because of the importance of this contract provision, it generally is not advisable to simply reference the approved proposal or budget justification, unless the subrecipient's responsibilities are clearly delineated and the research aims have not been changed or reduced during the sponsor's review process.

Period of Performance

For obvious reasons, the subrecipient period of performance can never be longer than that accorded to the UR. Periods of performance are normally awarded on a 12 month budget period cycle, however, ORPA in collaboration with the department, may award a longer budget period (e.g., for NSF grants that are fully funded for 3 years, or other incremental funded not awarded on an annual basis).

Budget

ORPA is responsible for ensuring that the approved budget is included in the subagreement. This budget should be as detailed as required by the sponsor's requirements. Not unlike the statement of work, the subrecipient's budget should be clear and unambiguous. If the sponsor reduced the amount requested by the UR for the subrecipient during its review process, all parties must agree to a revised budget.

Most subagreements will be cost reimbursable, meaning that the subrecipient's costs will be reimbursed against actual expenditures up to a predetermined ceiling amount.

The other predominant type of subagreement is fixed price. Fixed price subagreements specify a fixed price for project performance or completion of certain project milestones. If this type of subagreement is used, the subrecipient is paid in accordance with the fixed price amount, regardless of actual costs. Sometimes the fixed price may be adjusted during the project period if funds are available and the sponsor allows for adjustment.

Records and Audit

The subagreement should require that the subrecipient maintain acceptable financial systems and accurate records to identify the expenditure of project funds. Subrecipient accounting practices should be consistent with the expectations of the sponsor. This provision should allow for access to relevant records by the UR and/or the sponsor, depending upon the specifications of the award.

Intellectual Property: Patents, Inventions, and Copyright

Intellectual property rights must be granted in accordance with U.S. patent and copyright law and additional sponsor requirements. Under federal awards, the subrecipient usually maintains ownership rights to the intellectual property it develops by itself and grants to the UR royalty-free, non-exclusive rights to subrecipient intellectual property in order to meet the UR's obligations under the subagreement. This is a requirement of Bayh-Dole under federal funding.

Indemnification

Institutional or state policy of our collaborating institutions may dictate what type of indemnification provision may be included in a subagreement. Typically, the subagreement will state that each party will be responsible for its negligent acts or omissions or that each party will indemnify the other party for negligent acts or omissions. If the sponsor provides a certain level of indemnification to UR, ORPA RA's will ensure that the same level of indemnification is provided to our subrecipient.