Agreement Considerations
This summary of selected agreement considerations for sponsored activity at the University of Alabama is intended to serve as a guide to understanding the general contracting principles that arise when contracting with industry, government, or non-profit sponsors.
SIGNATURE AUTHORITY
Only a limited number of persons have been authorized by The Board of Trustees of The University of Alabama to execute contracts on behalf of the University. Authorized signers for research-related agreements are:
- Bryan W. Boudouris, Vice President for Research & Economic Development
- Lauren A. Wilson, Associate Vice President for Research
- Jennifer R. Camp, Associate Vice President for Research Administration
- Nichole Cavin, Executive Director, Office for Sponsored Programs (contract & grant applications, only)
Persons who sign contracts on behalf of the University without authority may be personally liable under the agreement.
LEGAL IDENTITY
The University of Alabama is a constituent institution of The Board of Trustees of The University of Alabama, a public corporation and constitutional instrumentality of the State of Alabama. All sponsored activity agreements and related contractual agreements must be executed by an authorized official of the University and in the University’s legal name: “The Board of Trustees of The University of Alabama, for and on behalf of its constituent institution, The University of Alabama.” Individuals, Departments or Organized Sponsored Research Units may not directly enter into sponsored activity agreements or legally bind the University.
PUBLICATION
The University retains the first right to publish and disseminate all work performed under sponsored projects and cannot accept or undertake any sponsored project that provides for sponsor approval or undue control over the timing or content of University publications, or which prohibits the publication of the results of the project, except with limited restrictions.
BEST-EFFORTS NATURE OF SPONSORED ACTIVITY
Because research or sponsored activity results are unpredictable, the University performs its sponsored activities on a “best efforts basis” with no stated warranties or guarantees. The University will not accept contract provisions that require a warranty or guarantee of the results, provide for penalties due to failure to make progress by firm deadlines, or provide for withholding of payment if the sponsor is not satisfied with the results.
USE OF THE UNIVERSITY OF ALABAMA’S NAME/LOGOS/TRADEMARKS
Under no circumstances shall a sponsor be permitted to use any of the names of the University in any publication or other published announcement to state or imply that the University approves or endorses any product or service of the sponsor. The University also requires that its name, not be used in connection with any advertisement, press release, or other forms of business promotion or publicity, or refer to a sponsored activity agreement, without its prior written approval. Written approval must be obtained through the University’s Division of Strategic Communications, Department of Communications.
INSURANCE
The University is self-insured as a participant in the Comprehensive General Liability Trust Fund. Please contact ORTA for more information.
INDEMNIFICATION
The Board of Trustees of The University of Alabama is a constitutional instrumentality of the State of Alabama entitled to sovereign immunity, including those under the 11th Amendment to the United States Constitution and Article 1, section 14 of the Constitution of Alabama. As such, the University cannot agree to indemnify or hold another party harmless, as this could be an abrogation of the University’s sovereign immunity.
TERMINATION
In the event a funding agreement is terminated for any reason, the sponsor will be expected to reimburse the University for all costs incurred to the date of termination and for all non-cancelable obligations.
CHOICE OF LAW
As an agency and institution of the State of Alabama, the University cannot accept a provision that provides that the agreement is governed by the laws of another state. The University is subject to Alabama law, and contractual agreements entered into by the University should be governed by the laws of the State of Alabama.
VENUE/JURISDICTION OF CLAIMS
As an agency and institution of the State of Alabama, claims against the University must go before the Alabama State Board of Adjustment, pursuant to Ala. Code §41-9-60, et seq. (1975). Exclusive jurisdiction and venue of any claims that are not barred by immunity nor required to be filed before the Alabama State Board of Adjustment must lie in the United States District Court for the Northern District of Alabama, Western Division (Tuscaloosa), or the Circuit Court of Tuscaloosa County, Alabama.
CONFLICTS OF INTERESTS
Pursuant to the University’s Policy on Conflict of Interest/Financial Disclosure in Research and Other Sponsored Programs, all University faculty or staff who serve as Principal Investigators, Co-Principal Investigators, Project Directors, Co-Project Directors or in a decision-making capacity on a grant, contract, cooperative agreement or other sponsored agreement, who have significant financial interest with an entity will disclose that ownership to allow a review of potential conflicts of interest, conflicts of commitment, conflicts regarding employment, and/or use of graduate students in the company. This policy also applies to any faculty, staff, student, fellow, trainee, or other individuals who, under the aegis of the University or pursuant to the review and approval of the University’s Institutional Review Board for the Protection of Human Subjects (IRB), conducts research involving human subjects. The policy is to be administered in conjunction with laws and policies setting forth standards of conduct including Title 42 Code of Federal Regulations (CFR) Part 50, Subpart F; Title 45 CFR Part 94; the Ethics Act of the State of Alabama; and the University’s Faculty Handbook, Appendix E, On Preventing Conflicts of Interest in Government-Sponsored Research at Universities.
- Statement of Financial Interest (link to ORED – Research Compliance form page)
DISCLOSURE OF EXTERNAL ACTIVITY
Pursuant to the University’s Policy for the Disclosure of External Activity By Faculty and Other Research Grant and Contract Eligible Employees, all research grant or contract eligible employees must disclose any proposed External Activity (as defined in the policy) at least two weeks in advance throughout the entire fiscal year by filing a Notice of Intent for External Activity. A separate Notice must be completed for each proposed External Activity. An employee may not engage in External Activity prior to disclosing and receiving approval in advance. Faculty must complete the Notice by October 1 of each new fiscal year, if the existing External Activity will extend into the next fiscal year.
EXPORT CONTROLS
Export Controls are federal regulations that apply to research areas sensitive to national security concerns and matters of protection of trade. The regulations apply to research done for industry or government agencies.
The regulations, which restrict the sharing of the specified technology or information, are triggered by foreign elements. Such foreign elements include sending materials or information to a foreign country (even if the recipient is a U.S. citizen), international conferences, foreign companies, or foreign recipients. Transmitting materials within the borders of the U.S. but to a recipient that is a non-citizen are classified as “deemed exports” and are also included in the regulations.
The general exception to these regulations pertinent to universities is the fundamental research exception. If the research is intended for publication for the greater scientific community or for the public at large, then the technology or information may not fall under the export controls restrictions. For further information, please see the Office for Export Controls website and the University’s Export Control Policy.