Guns for Hire
You’re working on a proposal in which it is necessary for some of the work to be done outside of your lab. Maybe the work is ancillary to your specialty and the expertise of another facility is required for reliable data. Maybe you don’t own the necessary equipment and you can’t justify the purchase. Maybe you’re short on manpower. In any case, resources from the sought award are going to have to be spent to bring in some power from the outside. Or, alternatively, YOU have been asked to perform work for an entity that is not Wayne State University. Is it a subcontract? Fee-for-service? Consulting agreement? As you may by now suspect, it depends, and more than one term may apply. To begin your determination of which type of agreement to pursue with the Office of General Counsel here at Wayne State (because you must, must, must make sure your agreements comport with WSU regulations and policies), it may help to be familiar with the structures of agreements that exist:
Research Services Agreement: This type of agreement is usually entered into with outside funding sources which may include Federal, State or industry sources. In these agreements, there is no definite product to mark its completion; the outcome remains unknown. With all research service agreements, care must be taken to ensure the intellectual property rights remain with Wayne State University.
Collaborative Research Agreements: Here, the university and a company (or group of companies) in the same field agree to work together in research and development activities collaboratively; to perhaps oversimplify, everyone is working on all aspects together. The structure of a CRA must denote in advance the ownership of any invention or discovery before starting the project.
Cooperative Research and Development Agreements (CRADA): A CRADA is used by federal labs to engage in collaborative efforts with non-federal partners, especially when there are central matters of technology transfer. CRADAs will included payment terms, IP ownership, termination clauses, etc. As a rule the scope of work is separate and references the CRADA as the governing document for the scope of work. This type of agreement is often used between VA and university labs, and is seen as highly advantageous in moving federally funded R&D into the private sector.
Business Services Agreement: These agreements are usually considered work for hire. In other words, the funding source has engaged the services of your staff or faculty to perform certain tasks (many times this is testing or similar work, with a relay of results to the funder). All results in these types of agreements belong to the funding sponsor.
Independent Contractor Agreement: As part of the overall research project, a PI may choose to enter into a contractual agreement with an independent contractor. This person possesses specific expertise or knowledge to expedite research efforts. A contractor may operate outside of the university, or may be part of the campus activities on an as needed basis. Compensation for an independent contractor is routinely quoted as an hourly rate or project rate with no benefits of a university employee, including tax withholding. An independent is considered a subcontractor to the university receiving the prime agreement. All of the requirements of the prime agreement should be passed onto the independent contractor so that the Wayne State remains in compliance with the terms of the prime award.
If you find yourself in need of an agreement either as the PI of a prime award or as a contracted service provider, be sure to contact your GCO to begin all proper channels of review. Contracts and agreements ensure the protection of your work and the University as a whole; use all of the resources at your disposal! For an interesting perspective on the merits of employing one type of agreement over another, check out SRA International’s column on Research Service Agreements.