The Award Division of the Office of Sponsored Programs and Research Administration (OSPRA) is responsible for processing awards received by the University of Illinois from sponsors (federal, state, and private sources) to support instruction, research, and public service.
INTRODUCTION TO GRANTS, COOPERATIVE AGREEMENTS, AND CONTRACTS
The following definitions are for use in determining the type of contractual mechanism being utilized by a Sponsor. Each of the described terms constitutes a subset under the umbrella term “contract.” A contract is a legally binding document between two parties that describes the obligations and commitments of the parties. There are numerous terms (memorandum of agreement, memorandum of understanding, research agreement, technical testing agreement, material transfer agreement, or research gift) associated with the different types of contracts the University receives; however, the most common are grants, cooperative agreements, and contracts.
Grant: A grant is the least restrictive of contractual mechanisms. It is typically issued by federal sponsors under a “financial assistance” program. The award supports basic research to benefit the public good and one or more progress reports may be the expected deliverable.
Cooperative Agreement: A cooperative agreement is a type of grant in which both parties may have responsibilities for portions of the statement of work. The agreement will likely provide for combined efforts on site, joint ownership of the results, and co-authorship of publications. Both parties benefit, but the end results may still be intended for the public good.
Contract: A contract, under this definition, is issued to support a “procurement” activity, the results of which are needed for the sponsor’s use in its own work. It is the most restrictive of the contractual mechanisms and may include very specific requirements for deliverables and ownership of same. The primary goal is acquisition of goods and services and the beneficiary is the sponsor.
Research Gifts are processed by OSPRA but administered financially through the University Foundation. OSPRA reviews the gift letter to ensure compliance with University policies and procedures and that no modifications have been made to the template approved by University Counsel. Guidance for determining if the award is a gift or grant can be found in the General Rules of the University and the Office of Business and Financial Services Policy Manual:
http://www.uillinois.edu/trustees/rules.html#sec26 
(e).1 Research Gifts
http://www.obfs.uillinois.edu/manual/central_p/sec11-1.html
TERMS AND CONDITIONS
The University is subject to numerous state, federal, and institutional policies governing performance under grants, cooperative agreements and contracts. As a result, most agreements provided by sponsors require revisions prior to execution. A summary of issues which require frequent modifications follows.
GENERAL
Legal Name
The Board of Trustees of the University of Illinois is a state entity and a body "corporate and politic of the State of Illinois. Although the Board of Trustees is not a business corporation created under the general laws of Illinois, it is a creature of special legislation and possesses many corporate powers. All agreements made by the University must be in the name of "The Board of Trustees of the University of Illinois."
Authorized Signatory
The Board of Trustees of the University of Illinois has delegated to the Comptroller of the University signature authority for all grants, contracts, and
other agreements which contractually bind the University to the Comptroller of the University.
Attestation
An “attest” signature is required on all contracts,
but not grants and cooperative agreements.
The Board of Trustees of the University of Illinois has delegated “attest” signature authority to
its Secretary.
Payment Remittance
All payments remitted by check should be made payable to the “University of Illinois” and mailed to:
University of Illinois at Urbana-Champaign
Grants and Contracts
P.O. Box 4610
Springfield, IL 62708-4610
U.S.A.
Option B - By ACH (Automated Clearing House):
Please contact our office for details.
Indemnification
As an instrumentality of the State of Illinois, the University may not enter into unqualified indemnification agreements. If indemnity language in a research agreement cannot be deleted, consult with University Counsel.
Governing Law
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. United States federal contract law is an appropriate choice of law in agreements with federal entities. Any other proposed terms for governing law must be approved by University Counsel.
Arbitration
As a state-funded, non-profit institution of higher education, the University typically does not agree to arbitration. The University does not have the funds available for arbitration, so in the event of a dispute, the University will normally search for other means to come to a resolution.
Export Controls
The University of Illinois complies with U.S. export laws and regulations. Prior to accepting any export-controlled data or materials, the University wants the opportunity to make an informed decision as to its ability to accept such data or materials.
Warranty
Warranty provisions cannot be accepted: "The University will make no representations or warranties, expressed or implied, regarding its performance under any research agreement, including but not limited to any warranty of the merchantability, use or fitness for any particular purpose of the research results, and any warranty against infringement of any intellectual property rights."
Publication Restrictions
The University, as an educational institution, must be free to publish research results from grants, cooperative agreements, and contracts. If required by the sponsor, the
University will provide the sponsor a short time period (usually 30 days) in which to review proposed publications, manuscripts, abstracts, and presentation materials, in order to determine whether proprietary or sponsor’s confidential information is disclosed.
Confidentiality
The University is a large public institution built upon the open exchange of information and knowledge; confidentiality obligations represent a deviation from this open climate. Any confidentiality obligation should provide
(2) a requirement that all such information is labeled or otherwise identified or summarized in writing as “confidential” or “proprietary”at the time of disclosure by the sponsor,
(3) generally accepted exclusions to the obligation of confidentiality, and
(4) a time limit on the period of confidentiality(e.g., three years from the date of disclosure by the sponsor).
Insurance
The University maintains a self-insurance program, which has been reviewed and approved by the Office of Naval Research. A Certificate of Coverage can be provided upon request.
Termination
If a sponsor terminates a funded agreement, the sponsor will be expected to pay for all direct costs and all applicable facilities and administrative costs incurred, and for all non-cancelable obligations made prior to notice of termination, even though they may extend beyond the effective date of termination.
INDUSTRY SPONSOR
Intellectual Property
As a general rule, inventions conceived soley by University personnel in performing the research project belongs to the University. The sponsor may receive an option for a commercial license to resulting intellectual property in a defined field of use on terms to be negotiated.
STATE SPONSORS
Ownership of Results
Only information identified as a deliverable (typically reports) becomes the property of the state, but in this event, the University retains an express license to use the research results of the project for its educational and research missions.
Illinois Audit
Illinois statute (30 ILCS 500/20-65) requires that books and records relating to performance of the contract and
necessary to support amounts charged to the State under the contract be maintained for a period of three years from the later of the date of final payment or completion of the contract. The three year period would be extended for the duration of any audit in progress at the time of the period’s expiration.
FEDERAL SPONSORS
Classified Information
The University does not conduct classified research on site.
Intellectual Property
Under the Bayh-Dole Act (35 U.S.C. Ch. 18) and its implementing regulations (37 C.F.R. Part 401), the University may elect title to any invention developed with federal assistance. In exchange, the University must grant the federal government a non-exclusive, non-transferable, irrevocable, paid-up license to practice the invention throughout the world on behalf of the United States.
Intellectual Property - Federal Flowdown
As a federal subcontractor, the University may retain title to each invention that it develops under the subcontract. The prime contractor may use such inventions solely for the purpose of and only to the extent required to meet its obligations to the federal government.
OMB CIRCULAR
OMB Circular A-110
This Circular issued by the Office of Management and Budget (OMB) sets forth standards for obtaining consistency and uniformity among federal agencies in the administration of grants to and agreements with institutions of higher education, hospitals and other non-profit organizations. The standards cover such matters as financial management and property and procurement standards from pre-award to closeout of a federal award. In May 2004, OMB published the Circular in the Code of Federal Regulations (C.F.R.) at 2 C.F.R. Part 215. OMB clarified, however, that the Circular would remain agency guidance rather than binding regulation. Since that time, some federal agencies have given regulatory effect to the Circular by incorporating it into their specific agency regulations. These agency regulations, found in various C.F.R. titles, are considered law and not mere guidance.
OMB Circular A-21
This Circular, located at 2 C.F.R. Part 220, establishes principles for determining costs applicable to grants, contracts and other agreements with educational institutions. The purpose of these cost principles is to require federal agencies to bear their fair share of totals costs, both direct and indirect, when sponsoring research and development, training, and other work at educational institutions.
UIUC Requirements – OBFS Policy Manual Section 16.1.1. (OMB Circular A-21) 
Full text OMB A-21 
OMB Circular A-133
OMB Circular A-133 sets forth standards for obtaining consistency and uniformity among Federal agencies for the audit of States, local governments, and non-profit organizations expending Federal awards. Any Non-Federal Entity that expends $500,000 or more in Federal awards in its fiscal year is required to have a “single audit." A single audit means an audit which includes both the entity’s financial statements and the federal awards (expenditures) relating to those statements.
Full text OMB A-133
FEDERAL ACQUISITION REGULATIONS
The Federal Acquisition Regulations(FAR), codified at 48 C.F.R. Ch. 1, are a series of regulations for use by all federal executive agencies in their acquisition of supplies and services with appropriated funds. The Department of Defense (DoD), General Services Administration (GSA), and the National Aeronautics and Space Administration (NASA) jointly issue the Federal Acquisition Regulation (FAR). The FAR consists of two parts: the acquisition regulations that govern all transactions with the government in general, and the regulations issued by a specific federal agency that govern transactions with that agency only.
When a government agency issues a contract or a request for proposal (RFP), it will generally also specify a long list of FAR provisions that apply to that contract or RFP. The purpose of the regulations is to specify how the government is to acquire a particular product or service and to ensure the government does not pay for certain prohibited practices such as cost of lobbying, and to prevent undue influence and other misconduct. The bidder must be able to comply with the FAR provisions cited, or prove exemption.
Federal Acquisition Regulations Home
Forms
Grants & Contracts Post-Award
CONTRACTING / NEGOTIATING FAQs
Who should I contact regarding contracting with the University of Illinois at Urbana-Champaign?
The Office of Sponsored Programs and Research Administration (OSPRA) is responsible for negotiation of all awards for sponsored programs including, but not limited to, material transfer, non-disclosure, and teaming agreements with governmental, state, not-for-profit, commercial, and other educational institutions.
Before a sponsored agreement that results in funding can be negotiated and executed, however, a complete proposal package, including a statement of work, budget, and proposal transmittal form (with all the appropriate approvals) must be completed and submitted for review to OSPRA. There are certain “no-dollar” transactions that do not require a formal proposal (eg., non-disclosure/confidentiality agreements, intellectual property agreements, and initial master agreements).
What if an agreement is sent directly to me or my department?
Please do not sign any agreement or deposit any dollars until an OSPRA coordinator has had an opportunity to review. First, only those with delegated signature authority are authorized to sign these agreements. Second, the OSPRA coordinators are familiar with University policies and regulations, and are experienced in negotiating fair and reasonable terms. If you receive a check for a sponsored program and/or an agreement, please deliver to the OSPRA office at 1901 S. First Street, Suite A, MC-685. Electronic transmission of an agreement may be forwarded to gcoaward@uillinois.edu.
What is the principal investigator’s role in the negotiation process?
Principal investigator approval is required on all new agreements. Therefore, OSPRA will either send an electronic version of the agreement for review and approval, or obtain signature on the agreement itself indicating approval as may be required by the sponsor. Principal investigators should pay particular attention to the statement of work and budget period, funding level, reporting requirements, publication, confidentiality, and intellectual property terms, and ITAR/EAR provisions. Contract coordinators will be in touch with principal investigators, often through the departmental or unit business contact, throughout the process if there are questions or concerns that require their input. Principal investigators and business contacts always receive an electronic version of the fully executed agreement.
What does OSPRA review in an agreement—what are they looking for?
All grants, cooperative agreements and contracts must be issued to the legal entity, The Board of Trustees of the University of Illinois (not the college, department, unit, or individual faculty member), and are reviewed centrally within OSPRA to make certain each agreement is supportive of UIUC’s mission, in accordance with University policies, and that the rights of the researchers and university are protected. Each agreement may be different, and the terms within are often dependent upon the source of funding. OSPRA reviews the agreement to be sure there is an adequate work statement, an appropriate time period, adequate funding and cash flow, and protection of intellectual property and publication rights.
Who owns intellectual property under an externally sponsored project? What is UIUC’s standard policy?
The University's intellectual property policy can be found in the General Rules Concerning University Organization and Procedure, Article III (http://www.uillinois.edu/trustees/rules.html#art3 ). The University usually retains ownership to all inventions first conceived or reduced to practice by University personnel during the performance of the statement of work for any funded project. If an invention was coneived jointly, with the sponsor, it will be jointly owned. Standard sponsored research agreement terms provide the sponsor with a non-exclusive royalty-free internal use license to University-owned intellectual property, and an option to negotiate a time-limited, royalty-bearing commercial license in a designed field of use.
OSPRA collaborates with the Office of Technology Management (OTM) and University Counsel during negotiation of intellectual property terms.
How is confidential information protected?
In the performance of a sponsored research project, it may be necessary, during the performance of services under the agreement, for the University to have access to information of the sponsor that is considered to be proprietary and confidential. The University is committed to an open teaching and research environment—including broad rights to publish. However, if the confidential information is specifically defined, identified through marking, and given a limited time-frame for exchange, the University will use reasonable efforts to avoid disclosure of confidential information to any third party, and will not use confidential information for any purpose other than as required under the agreement—as long as publication rights are reasonably protected as well.
Any special terms required by a sponsor—those that call for a broader definition of confidential information or limit publications—shall be approved by the principal investigator of such project, and will require a separate agreement, internal to the University, drafted by OSPRA and signed by all researchers working under the direction of the principal investigator. Signatures are obtained to ensure compliance with special terms.
Confidentiality terms may also apply to certain non-funded projects, or preliminary discussions regarding funded projects. In those cases, a Non-Disclosure Agreement (NDA) may be appropriate. The University has a template NDA, but is willing to negotiate those terms or to give consideration to a sponsor provided agreement.
Why doesn’t UIUC provide indemnification?
An indemnity, or hold harmless, agreement is a contract to transfer legal risk from one party to another party. In essence, one party (the indemnitor) agrees to act as the insurer and compensate the other party (the indemnitee) for future, but unknown damages and losses. Typically, an indemnity agreement has no limit on liability, unlike an insurance policy, and the indemnitor usually pays for the indemnitee's legal fees and costs.
As an instrumentality of the State of Illinois, the University may not enter into unqualified indemnification agreements. Although the extent to which the University can assume liability varies under the specific circumstances of each contract, in short, the University cannot enter into an indemnity agreement committing the state to pay a potential debt that is not covered by legislative appropriation, University funds currently on hand and set aside for the purpose, insurance, or an authorized debt instrument.
Keep in mind that when an OSPRA award coordinator negotiates indemnity language in a research agreement, it is not with the intent of ducking liability for the University's breach of agreement or other wrongful conduct. Even without an indemnity obligation, the University will be responsible under the law for damages it causes the other party. But, the University simply cannot agree to assume the unpredictable, unlimited and unfunded liabilities of others through contractual indemnity.
What happens when an agreement is fully executed?
An agreement is fully executed when all parties have signed the necessary agreement documents. Most agreements require authorized representative signatures of one or both parties. The authorized signatory for the University is the Comptroller. This position has delegated signatory authority to certain individuals within OSPRA. Often, approval and signature of Legal Counsel and the principal investigator is also required. When the agreement is fully executed, a copy of the agreement is sent electronically to the lead principal investigator and business contact. The original is submitted to Grants and Contracts Office, Post-Award Administration, which becomes the file of record.
If it is an agreement with no dollars forthcoming (e.g. non-disclosure/confidentiality agreements, initial master agreements, etc.), proper signatures are obtained and originals are kept on file in OSPRA.
Who initiates a subaward agreement, and how?
Subaward Division
For additional information and guidance regarding these or other issues, please consult the Business and Financial Policies and Procedures Manual, Section 16. http://www.obfs.uillinois.edu/manual/index.html#s16
PROCESSING
Links to Compliance OfficesInstitutional Review Board - http://www.irb.uiuc.edu/
Division of Animal Resources - http://www.dar.uiuc.edu/
Environmental Health and Safety - http://phantom.ehs.uiuc.edu/
Conflict of Interest - http://www.research.uiuc.edu/coi/