Common Contracting Concerns
Contracts, agreements, MOUs, facility use permits, material transfer agreements, data use agreements, etc. (collectively referred to as contracts) may not be signed at the department or college level, except for those which have been specifically delegated in writing by the President as described below in Section C.
No person shall sign any contract binding upon the University unless such individual has been appointed, in writing, as the designee authorized to sign.
Contracts should be routed as follows for review and signature:
A. Contracts related to sponsored projects in the name of Georgia Southern University Research and Service Foundation must be sent to Research Services. These include contracts, agreements, MOU’s, data use agreements, material transfer agreements, grant awards and amendments, and other agreements commonly used for grant and research administration.
B. Contracts for the purchase of goods and services from an outside vendor, via purchase requisition, purchasing card or corporate independent contractor agreement, guest speaker agreement, and so on, must be sent to the Office of Procurement and Contract Services.
C. Many departments have standard repetitive contractual agreements that may lend themselves to further delegation. If the contract can be reduced to a single standard form, approved by the Office of Legal Affairs, delegation of signature authority to the department or college may be approved upon request through the Vice President for Business and Finance to the President. Such delegation would specify that no changes may be made to the standard form. If changes are made to the standard form, the contract must be submitted to the Office of Legal Affairs for review prior to signature.
D. Contracts not included in either A, B or C must be sent through the dean’s/director’s office to the Office of Legal Affairs. Such contracts should not be sent directly to any other office. Legal Affairs will review, edit, sign (if appropriate) and route the contract.
Procedures and details for the processing of contracts may be found in the University policy manual.
|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 GS itself is a state agency and Georgia is a sovereign state. GSURSF will agree to remain silent on governing law as an alternative.|
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.
As a condition of employment, all Georgia Southern University (“GS”) 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 GS, including, for example, class materials, textbooks and lab manuals developed by faculty. 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 GS personnel will be jointly owned. GSURSF acknowledges that special provisions may apply to Research Services Agreements.
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.
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 GS 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.
Under Georgia’s constitution the Attorney General is the state’s attorney for all purposes, including in particular management of litigation. GS/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: 9/9/2020