Award Terms and Conditions

Description

The university has standard policies and objectives when negotiating contract terms and sponsor acceptance of these conditions can greatly facilitate the negotiation process. General terms and conditions that often involve negotiation include the following:

Indemnification

As a state institution, the university cannot be responsible for actions other than our own and our ability to indemnify is limited by our statutorily authorized self-insurance. The university will not assume liability for the sponsor’s use of results, intellectual property, or deliverables, nor for third party claims arising from the sponsor’s use of results, intellectual property, or deliverables.

Governing Law and Jurisdiction

The university takes the position that Illinois law should govern the interpretation of a research agreement, particularly if the research will be performed in Illinois. Claims against the university must be filed in the Illinois Court of Claims in accordance with the Illinois Court of Claims Act (705 ILCS 505).

Arbitration

As a state-funded, non-profit institution of higher education, the university typically does not agree to arbitration because it requires the university to surrender its sovereign immunity and the advantages of the Illinois Court of Claims Act.

Disclaimer of Warranty

Warranty provisions cannot be accepted. The university will make no representations or warranties regarding its performance under any research agreement, including but not limited to any warranty of the merchantability, use or fitness for any particular purpose, or any warranty against infringement of any intellectual property rights.

Publication

The mission of the university includes the dissemination of knowledge therefore the university must be free to publish research results. If required by the sponsor, the university will provide a short time period (usually 30 days) to review proposed publications, manuscripts, abstracts, and presentation materials in order to determine whether there is potentially patentable subject matter or sponsor’s confidential information.

Confidentiality

The university often agrees to exchange confidential information for various research purposes, but any confidentiality obligation should provide:

• a clear definition of what constitutes 'confidential information' along with the scope/purpose, permitted uses and access
• a requirement that all such information be labeled or otherwise identified as confidential or proprietary at the time of disclosure
• generally accepted exclusions to the obligation of confidentiality, such as disclosures required by law or court order, including a valid public records request
• a time limit on the period of confidentiality(preferably no more than 3 years)

Insurance

The university maintains a statutorily authorized self-insurance program and a Certificate of Coverage can be provided upon request to SPA.

Intellectual Property

The university maintains a statutorily authorized self-insurance program and a Certificate of Coverage can be provided upon request to SPA. For more information on the types and amounts of insurance coverage provided by the university, see the Office of Risk Management webpage.