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Research contracting is a creative process inasmuch as each agreement needs to be tailored to the specific purpose for which it will be used.
UCL has numerous template agreements, but it is important to note that these represent UCL’s preferred starting positions and will often need to be customised. The research contracting process is broadly as follows, with due changes for specific types of transactions.
With the introduction of the Worktribe Contracts Module, researchers and departments will have visibility of the status of matters in progress within the Worktribe Research Management System. The research contracting process as set out below remains substantially unchanged, except that colleagues should enter Contract Requests directly within the Worktribe system and where appropriate this should be made from within the Worktribe Project record.
Each individual agreement requirement needs its own Contract Request and where those relate to a Worktribe Project, they should be made from within that project, or manually linked thereto during the creation process.
In each case, Contract Services will update the Contract Request record to reflect the present status and where the action lies, from initiation of a request by the department until completion of the contract in order to provide visibility for researchers and departments.
Phase 1: Assessment and Preparation
The potential need for a contract is identified (e.g. researcher has project idea, agreed in principle with external collaborator/funder, or has an award that requires supporting agreements).
Contract Services should be consulted/notified as early as possible, preferably by submission of a Contract Request via the Worktribe Contracts Module. This allows the academic / researcher or departmental officer to provide outline information on the nature of the request for allocation within and assessment by the Contract Services team, as well as assigning a unique matter reference number known as a Contract ID. Please note that Contract Requests at Initiating status are in draft and thus shall not be reviewed or acted upon until submitted or resubmitted (as the case may be).
For agreements with funding, a Worktribe costing should be created in parallel by the Department/Division and relevant approvals sought. N.B. The accompanying Contract Request should be made from within the relevant Worktribe costing
The proposed arrangement/contract is allocated and then assessed by Contract Services, including diligence on existing obligations e.g.
- Consulting with the UCL academic / researchers to identify all contextually relevant information
- Checking for suitable precedent agreements
- Undertaking appropriate funder or collaborator due diligence e.g. credit checks
- Consulting with UCL Business PLC regarding protected UCL background IP and specific field definitions or licensing or revenue sharing provisions, where relevant
- Referral to the UCL / UCLH Joint Research Office where the project is a clinical trial or otherwise involves clinical governance issues
- In discussion with UCL’s internal stakeholders, Contract Services will review the terms of the contract in detail or draft appropriately based on UCL’s templates, in order to ensure that the proposed terms are balanced, transparent, contextually suitable and legally enforceable.
During this stage the Contract Request will eventually be moved either to In Progress (if the next action is due from within Award Services) or Awaiting Response (if the next action is due from outside of Award Services), according to the context.
Phase 2: Negotiation and Completion
Contract Services will discuss the proposed terms or suggested changes with external parties and this may include negotiation on performance, contract price, IP rights, publications (including theses), liability provisions, timing of payment etc. where appropriate. This negotiation stage is iterative and may take a few rounds to complete, depending on the context. In each case the relevant Contract Request status will move between In Progress and Awaiting Response according to whether the substantive action rests with Award Services or elsewhere (within UCL or with an external party), respectively.
Contract Services will consult with the relevant researcher(s) and other internal stakeholders and advise on pertinent issues throughout the negotiation process, in order to allow informed decisions to be made. The aim is to reach a mutually acceptable position for UCL and the funder(s) or collaborator(s) that is fit for purpose, within a reasonable timeframe. As above, the Contract Request will move between In Progress and Awaiting Response until the terms are agreed. It is also possible in a small number of cases that the status of the Contract Request may be moved to Not Proceeding if the Contract Request is closed i.e. no longer required. A new Contract Request can be issued if the requirement arises again at a future date.
Once terms are agreed in principle and any authorisations and consents are in place (e.g. ethical approval(s), Dean of Faculty approval, where appropriate) Contract Services will co-ordinate the signature process on behalf of UCL. At this stage the Contract Request will be moved to the Pending Signature status.
After signature process is complete (Fully Signed status) the file is updated and moved to the Completed status, with a copy of the final agreement uploaded to Worktribe. Where a Contract Request relates to inward-bound research funding, at the Completed stage it is passed for MyFinance account activation. The MyFinance account code(s) will be announced via an email from Award Services.