External Sales Agreements (Contracts) – Filling out the Forms

Session Objectives Which standard agreement to use Which standard agreement to use How to fill out the standard agreements for establishing External Sales (Contracts) How to fill out the standard agreements for establishing External Sales (Contracts) Typical language for description of services to define only the contract deliverables Typical language for description of services to define only the contract deliverables

Which One to Use? Services Agreement o Services provided (testing or consulting) Short Form Services Agreement o Services less than $10,000 and low risk Lab Use Agreement o Use of equipment in a lab assisted or unassisted by staff Workshop Agreement o Seminar or presentation

Contract Sections  Description of Services  Legal company name  Legal Entity Type  Jurisdiction  Compensation  Term  Customer Information  Signatures

Contract Library Utilize standard U of M agreements whenever possible, available at OGC website: (Navigation: External Sales & Purchases Agreement > External Sales) Standard Agreement – University’s form with no changes to terms and conditions o If standard agreement is used, OGC does not review unless specifically requested

Contract Library A word about using the most current version of the forms… Always go to the contract library and use the most current version Saved version may not be updated with current terms and conditions

Contracts Standard Contracts Library includes: Service Agreement – OGC-SC102 Lab Use Agreement (Individual) – OGC-SC103 Lab Use Agreement (Company) – OGC-SC104 Workshop Agreement – OGC-SC251 Short Form Services Agreement – OGC-SC109 Confidentiality Agreement – OGC-SC205 Confidentiality Addendum – OGC-SC106 Confidentiality Addendum with Results– OGC-SC107

Service Agreement Use for providing any professional serviceUse for providing any professional service o Equipment testing o Sample analysis or testing o Consulting o Editing o Surveys o Analysis of data

Which One to Use Between Services Agreement & Lab Use? If the customer is doing the work, use the Lab Use Agreement If a University employee is doing the work for the customer, use the Standard Services Agreement.

Department Information Department ID # I/ESAF # for activity that matches the original approval “This Agreement is entered into by University through its” …. (enter department description per Chart of Accounts for the DeptID#) Handout provided: Service Agreement and Instructions

Customer Legal Name The Customer's legal name The Customer's legal name (e.g., ABC Consulting, Inc.) Customer can provide Look up on the internet on customers website Minnesota Business & Lien System o Other states o on_Search/ on_Search/ External Sales Office

Description of Services Include: Include: Service to be provided Deliverables May be attached and referenced in the Description of Services o i.e. "See Attachment A"

Description of Services Should not include: Information about defining the process in which the service will be provided o i.e. Statement of Work, Procedure, or Scope of Work “Cut and Paste” unedited information from another source Names of individuals performing the work Other individuals or entities Other contracts, purchase orders or agreements Services provided for exchange of other goods and services

Description of Services Should not include: Contingencies Payment based on the successful results or customer sales Conflicting terms and conditions Defining activity that is not a External Sale o i.e. excluded transaction, SPA or Gifts Reference to a grant or obligation of the grant or another agreement Price not based on recovery of all costs o i.e. honorarium, royalties, appearance fee, etc.

Example of Description of Services 1.Water sample analyses: 22 chlrorphyll/phaeophytin and 22 total phosphorus for samples collected in October Services utilizing analytical instruments to probe composition, structures and properties of materials and devices provided by Company, including but not limited to some or all of the following per price list. 3.Laboratory services to include: blood draw, sample processing, requisition completion and patient parking expense, as further detailed in Exhibit A.

Compensation Review project budget and pricing to make sure that all costs are accounted for in the rate and total price Format: Three thousand five hundred forty five and 35/100 $3, (like writing a check) USD – United States Dollars (no foreign currencies) Compensation shall be paid in the following manner: XX % upon signing of this agreement, with XX % the balance payable as follows (check one of the boxes below) o Weekly, or o Monthly, based on work completed o Or milestones, installments, quarterly or other payment terms

Customer Information – Invoices Sent Attn: Name of Company or individual (same as legal entity) Name of Individual contact or Accounts Payable Address Phone Number Facsimile

Term Term section of the agreement Enter an 'Effective date' (future date – after reviews & signatures) o Start date of the work after signature of the customer Enter an 'Expiration Date' o Stop date of the work Be sure to include extra time for contingencies o i.e. bad weather, staff illness, time to complete deliverables, etc. Term should be five years or less Contact External Sales if greater than five years

Term Do not include: A start date defined by an event o Funding, completion of a project, hiring a new employee An end date defined by an event o One year after start date, completion of task or project Start date prior to signature of customer

Notices Attn: Name of Company Name of Individual or Accounts Payable Address Phone Number Facsimile

Witness Section Regents of the University of Minnesota By:_______________________________ Name:____________________________ Title:_____________________________ Date:_____________________________ Name of Company By:_______________________________ Name:____________________________ Title:_____________________________ Date:_____________________________

Website: Search by unit nameSearch by unit name – check to see if person who has delegated authority (the delegatee) has delegated the authority further by typing in their x-500 in the “delegator” field; if not, the authority to sign rests with them. External Sales Delegations categoriesExternal Sales Delegations categories FN02 – Non-Lab Use External Sale and/or Lab-Use External Sale Pay close attention to the probable presence of a dollar threshold in the delegations listing. Delegation of Authority

Amending a Service Agreement Contract has been identified as an agreement that can be modified Description of Services o additional services and language which does not replace the original description of services Term o end date extended to complete original services or new services Compensation o define additional dollars for additional services  Consideration of the desire to continue original agreement Handout provided: Amendment and Instructions

Service Agreement Short Form All of the items listed on the Standard Service Agreement Submitted by: department contact Date Submitted: date sent to customer Special Considerations: should be put into Description of Services Only customer needs to sign Handout provided: Service Agreement Short Form and Instructions

Lab Use Agreement Use of lab equipment or supervised lab use by company or individual representing themselves Term is typically open ended “This Agreement is entered into by University through its”… o Enter department description per Chart of Accounts for the DeptID# Handout provided: Lab Use Agreement and Instructions

Workshop Agreement Workshops, seminars or presentations developed by the department where the information is owned by the University or staff Description of Workshop/Presentation o Include title of the presentation or material Date, Location, and Time Payment defined by the contract o Due on the day of the workshop/presentation or receipt of invoice Obligation of Company o i.e. room requirements, power, equipment, internet hook-up, company staff to assist, etc. Handout provided: Workshop Agreement and Instructions

Confidentiality Agreement Stand alone Agreement – OGC-SC205 Agreement is used when a Company wants preliminary discussions that may or may not lead to agreements between the University and the Company or individual to be kept confidential. Effective as of: [enter date] (before discussions start) Information relating to: [enter the subject matter] Handout provided: Confidentiality Agreement and Instructions

Confidentiality Addendum Attached to a Service Agreement: OGC-SC106 Information Only OGC-SC107 Information & Results Used when a Company wants information it submits and/or the results the UMN generation to be kept confidential Service Agreement Dated: enter date service agreement starts Information relating to the Service Agreement Handout provided: Confidentiality Agreement and Instructions

Questions & Answers See handout “Frequently Asked Questions”