[I’m delighted to be able to publish the first guest post on the blog, written by Stephanie Harris, Contracts Manager at City, University of London. Look out for more of Stephanie’s work over the next weeks and months. Where my posts focus mainly on pre-award, Stephanie’s work in post-award brings important insights – once the funding has been won, what happens next? If anyone else is interested in writing guests posts/having their work hosted on my blog, I’d be delighted to hear from you. Unless you’re one of those affiliate/SEO spammers, in which case I won’t be – AG]
A version of this article first appeared in Funding Insight in February 2022 and is reproduced with kind permission of Research Professional. For more articles like this, visit www.researchprofessional.com
Don’t fear university contracts officers—they’re here to help
Of all the inhabitants of a university research office, the contracts officers are perhaps the least well-known.
As an academic, you know where you are with pre-award support staff: they are there to help you win awards by providing project costings, explaining funder guidelines, and generally burnishing your application to a brilliant shine. Next, once the project has been awarded, the finance team will give you the budget code that allows you to start hiring staff, spending, and generally getting stuck into the research.
Then, like some tedious gate-crasher, the contracts officer suddenly starts waffling on about how she needs to review the terms and conditions and make sure they’re acceptable to the university. And everything grinds to a screeching halt.
So, who are the university contracts officers and what do we want with your project? Is it true that we take a perverse delight in stretching everything out as though we bill by the hour? And are we really just trying to embarrass you/the university in front of your research partners?
Sorry to disappoint, but the answer to those last two questions is “no”. The answer to the first is a bit longer and I’m going to try to answer it here, along with a smattering of information
There are several reasons why universities enter into contracts for research projects. The main ones are: to comply with legislation; to comply with funder or partner requirements; to comply with the university’s own policies and procedures. Of these three, two are outside universities’ control and the first seems to get more complex each year.
For example, just as we were all getting used to the GDPR, we now have to understand the UK GDPR and what that means for working with partners in the EU and around the world. As contracts officers we will work closely with the data protection team to ensure that the contract is an accurate reflection of any data processing that will be part of the project and also that the university is meeting its legal requirements as set out in data protection legislation.
Universities also enter into research contracts because our funders require them—both with them as funders and with any partner organisations. Back in the day, all an aspiring artist or scientist needed was to find a noble patron and the money would flow. Now, any award comes with a lengthy set of terms and conditions that places obligations both on the university and the individual academics undertaking the project, with potentially serious consequences for breaking them. Even the most straightforward of funders, such as UK Research and Innovation, have several pages of terms and conditions, which then link to multiple policies that we need to read and understand.
Alongside the more esoteric legal terminology such as jurisdiction (actually important!) and warranties (also very important!) contracts contain instructions on how to manage the award, how to deal with any intellectual property that might come out of the project (what we call Arising IP), how to invoice, and publication requirements.
When working with a medical charity, for example, it is not simply a case of taking the money and saying thank-you-very-much, we must follow strict procedures on what we do with the Arising IP, particularly where there is any intention to do further research or to commercialise.
If we think there is a possibility of making money out of that IP, then we may need to go back and enter into a new contract with the charity that will allow some of that revenue to flow back to them. The contracts officer will check through any previous agreements with other organisations to make sure that there won’t be any problems further down the line, just when you want to publish or patent.
What researchers need to know
Even when they are not absolutely mandatory, it is still a good idea to set up a contract rather than simply relying on the warm and fuzzy feelings of academic collegiality. Sure, you may be BFFs with Professor Eminent at the University of Peer Review now, but things change, memories fade, and relationships can break down.
If there is a dispute as to what a partner’s role is in a project and whether they have actually delivered what was promised, the contract is one of the first things that people look at. If we have done our job well, then it’s all there in black and white and the argument becomes much easier to win.
Colleagues can sometimes find it embarrassing when a contracts officer gets involved and starts asking awkward questions about project aims and deliverables. It can seem as though we are trampling all over that careful relationship of trust and mutual understanding that has built up over the preceding weeks or months while the project was developed.
I understand the thinking: “Why don’t we just sign what was sent to us? A dynamic company would never behave like this. Typical university bureaucracy!” Yet in a decade of negotiating contracts only once has my counterpart reacted with surprise (and yes, indignation) that I had dared to comment on the terms they sent through. I can assure you that the people on the other side do not consider it unprofessional for someone to negotiate a contract, even when part of that negotiation means that we have to say that the university is unable to agree to certain wording results in the university saying they are unable to agree to an element.
Of course, this doesn’t mean that the opposite party will simply shrug and have the offending wording taken out. Indeed, they might feel very strongly that a clause must stay in. This is where academics and contracts officers work best when we know that we are on the same team. And suddenly all that question-asking and pedantry makes sense, because it turns out that the contract doesn’t allow the principal investigator the freedom to publish the results of her research and that the company wants a veto right on any publication if they think that the results of the research might make them look bad. And I’m not willing to let that happen.
In the end, we all have the same goal: to encourage research to flourish in the best possible circumstances. A phrase I’ve been hearing lately is that academic research must be allowed to fail. I don’t want you to fail, but just in case, I’ve included a research waiver in the contract to account for it. So don’t fear the contracts officer as your next bid comes to fruition; we’re on your side.
Stephanie Harris is a contracts manager at City, University of London. She is writing in a personal capacity.