Common Contracting Concerns

Example of a Letter to the Contractor

Dispute Resolution The Attorney General for the State of Georgia handles all legal disputes involving state agencies (See Constitution of the State of Georgia, Article V Section II, Paragraph IV). Therefore, GSURSF will not agree to binding arbitration since that decision can only be made by the Attorney General. GSURSF will agree to nonbinding arbitration.
Governing Law GSURSF, does not enter into industry sponsored research agreements that are governed by the laws of another state. The reason for this position is that GSU itself is a state agency and Georgia is a sovereign state. GSURSF will agree to remain silent on governing law as an alternative.
Indemnification

An indemnity is a contractual clause by which an external contractor may ask that the University defend it against any claims of other persons who might be injured as a result of something that happens while the parties are carrying out their duties under contract. Georgia’s constitution prohibits the use of state funds for purposes other than what the legislature has authorized. Indemnification is an unfunded liability which would require the use of state resources. GSURSF will agree to language which provides that each party shall be responsible only to the other party for the actions of its personnel in performance of the research project.

 

Intellectual Property

As a condition of employment, all Georgia Southern University (“GSU”) faculty and staff must agree to GS’s Intellectual Property Policy. The Georgia Southern University Research and Service Foundation, Inc. (“GSURSF”) owns and manages patents & other intellectual property (“IP”) developed at GSU. In research agreements, GSURSF’s position is that each party owns any IP developed solely by their respective personnel. Any IP developed by both sponsor and GSU personnel will be jointly owned. GSURSF acknowledges that special provisions may apply to Research Services Agreements.

 

 

Insurance

 

As a state agency the University is covered under the Georgia State Tort Claims Act which works in the same way as liability insurance. Coverage is provided at a limit of $1,000,000 per person, $3,000,000 per occurrence. Coverage limits cannot be adjusted up or down as the limits are set by law. We cannot add contractors as additional insured parties.

 

Publication

A primary responsibility of any institution of higher education is the development, cultivation and dissemination of new knowledge to the public. Therefore, GSURSF will not agree to contract language requiring sponsor approval of publications. GSURSF recognizes there may be a need to preserve intellectual property rights and protect sponsor confidential information and therefore will agree to a period for review (usually 30 days), and will work with the sponsor to remove confidential information and/or to protect intellectual property. After this review period, if the sponsor has not responded with concerns, GSURSF will move forward with the publication.

 

Use of Names

GSURSF and GSU occasionally provide lists of externally-funded research projects to stakeholders (board members, deans and other administrators, government officials, etc.). Unless requested otherwise, the name of the research project as well as the sponsor will appear on these lists.   GSURSF’s position is one of accountability and transparency to Georgia citizens.

 

Waivers/Arbitration

Under Georgia’s constitution the Attorney General is the state’s attorney for all purposes, including in particular management of litigation. GSU/GSURSF cannot usurp the authority of the Attorney General by agreeing to control the way litigation would be managed in the event of a dispute. We cannot agree that we would submit to the laws or jurisdiction of another state, that we would waiver formal service of process, or to binding arbitration. We cannot sign contracts that usurp the constitutional authority of the state Attorney General.

 

Warranty/Guarantee University research is experimental in nature. Therefore GSURSF will not make any warranties or guarantees with regard to the results of the research. However, GSURSF is willing to agree to use reasonable efforts to perform the research as set forth in the statement of work and within the established budget.

 

Last updated: 7/20/2017

Office of Research Services and Sponsored Programs • PO Box 8005 • Statesboro, GA 30460 • (912) 478-5465 • research@georgiasouthern.edu