Common Topics in Reaching An Agreement For A Sponsored Project With The University of Arizona, A Public University.

Contracting Party
The contracting party for the University is the Arizona Board of Regents on behalf of The University of Arizona.

Payment
The payment schedule must provide a consistently positive cash flow. This necessitates a payment prior to initiation of the project. This payment typically is made when the agreement is fully executed. Subsequent payments can be as fixed amounts or on a cost reimbursement basis depending on the agreement. The final payment will be adjusted for the advance payment. A refund will be made if the prepayment exceeds the final amount due.

Intellectual Property
Intellectual property developed by the University, regardless of the source of funding, is the property of the University. Options to license are availale in the agreement. If joint intellectual property is a possibility, equitable provisions can be negotiated.

Confidentiality
The University can agree to hold material provided by sponsor confidential for a reasonable period of time, subject to certain provisos. The confidential material must be in writing and marked as confidential.

Publications
Publication of results is a major objective of the University, and University employees must be able to publish the results of their work. Reasonable delays can be negotiated to allow for review by sponsor and deletion of sponsor's confidential or proprietary information, if inadvertently included, or to allow time to protect intellectual property.

Governing Law
Contracts will be governed by the laws of Arizona. As a state agency, the University cannot agree to be governed by the laws of another state or country.

Indemnification
As a state agency, the University cannot agree to indemnify or hold harmless (Arizona Attorney General's Opinion No. 67-36-L).

Warranty
As a state agency, the University cannot agree to warrant or to guarantee (Arizona Attorney General's Opinion No. 67-36-L). The word represents or affirms can be substituted for warrants or guarantees.

Insurance
As a State Agency, the University participates in a statutory program of liability coverage as provided under ARS Section 41-621 et. seq.

Termination
In addition to the termination clauses commonly included in contracts, the University may terminate research contracts upon thirty (30) days written notice to the sponsor if funding for the project is fully expended in accordance with the budget and the scope of work, or if performance of the project scope of work is substantially completed.

Compliance (must be included in all contracts)
The Parties agree to comply with the provisions of applicable State and Federal laws and regulations governing Equal Employment Opportunity, Non-discrimination, and Immigration.

Arbitration (must be included in all contracts)
In the event of a dispute hereunder that involves the sum of Fifty Thousand Dollars ($50,000) or less, in money damages only, exclusive of interest, costs and attorneys' fees, the parties will submit the matter to binding arbitration pursuant to the Arizona Arbitration Act, ARS 12-1501, et seq., (the "Act") whose rules shall govern the interpretation, enforcement and proceedings pursuant to this paragraph.  Except as otherwise provided in the Act, the decision of the arbitrator(s) shall be final and binding upon the parties.

State Obligation (must be included in all contracts)
The parties recognize that the performance by the Arizona Board of Regents for and on behalf of the University of Arizona may be dependent upon the appropriation of funds by the State Legislature of Arizona. Should the Legislature fail to appropriate the necessary funds, or if the University's appropriation is reduced during the fiscal year, the Board of Regents may reduce the scope of this Agreement, if appropriate, or cancel this Agreement without further duty or obligation. The University agrees to notify other party(ies) as soon as reasonably possible after the unavailability of said funds comes to the University's attention.

Conflict of Interest (must be included in all contracts)
This Agreement is subject to the provisions of A.R.S. § 38-511 regarding Conflict of Interest. The State of Arizona may cancel this Agreement if any person significantly involved in negotiating, drafting, securing, or obtaining this Agreement, for or on behalf of the Arizona Board of Regents, becomes an employee in any capacity of the other party or a consultant to the other party with reference to the subject matter of this Agreement while the Agreement or any extension thereof is in effect.

Addresses for Notices
Via U.S. Postal Service:                                     Via Fed Ex, UPS or other expedited delivery:
SPONSORED PROJECTS SERVICES               SPONSORED PROJECTS SERVICES
PO BOX 3308                                                    888 N EUCLID AVE RM 510
TUCSON AZ 85722-3308                                  TUCSON AZ 85719-4824
                                                                          Phone (520) 626-6000

Payment Address
Payments Via U.S. Postal Service:                    Via Fed Ex, UPS or other expedited delivery:
SPONSORED PROJECTS SERVICES               UNIVERSITY OF ARIZONA, BURSAR'S OFFICE
PO BOX 3308                                                    888 N EUCLID AVE RM 104
TUCSON AZ 85722-3308                                  TUCSON AZ 85719
                                                                          Phone (520) 621-3232