A sample research agreement - AIHEC



SUBCONTRACT AGREEMENT

BETWEEN

TRIBAL COLLEGE

P.O. Box 00

City, ST 00000

AND

The University of XXX

00 Campus Drive

Box 0000

City, ST 00000

This subcontract is entered into between The University of XXX [“SUBCONTRACTOR”], EIN# 00-0000000, and TRIBAL COLLEGE [“TCU”], EIN# 00-0000000, located in City, XXX.

RECITALS

TCU has received funding from the XXX Fund, with award number XXX 2008-000, entitled Project Title. The Prime Award document is included in this subcontract as Exhibit #1 “Prime Award.”

The prime-awarding agency cited above authorizes TCU to enter into the proposed contractual arrangement and to fund such arrangement for partial performance of its responsibilities with award funds up to the amount indicated in the approved budget.

SUBCONTRACTOR desires to enter into this subcontract with TCU to perform the work described in Exhibit #2, “Scope of Work”.

SECTION I – SCOPE OF WORK

SUBCONTRACTOR will perform the scope of work described in the attached proposal and incorporated into this subcontract as Exhibit #2, “SCOPE OF WORK.” All work will be performed under the direction and supervision of Professor of the Division of Sciences at The University of XXX.

SUBCONTRACTOR will not deviate significantly from the described scope of work without the prior written approval of TCU. SUBCONTRACTOR may not designate any other person(s) as Contract Manager(s) without the prior consent of TCU.

SECTION II – PERFORMANCE PERIOD

This subcontract will become effective and allowable costs may be incurred for the period beginning May 15, 2008. All work will be completed no later than Sept 30, 2009, unless the parties agree in writing to change the period of this agreement.

SECTION III – PAYMENTS

TCU agrees to reimburse SUBCONTRACTOR for allowable costs incurred in the satisfactory performance of this subcontract in an amount not to exceed Ten thousand and two dollars ($10,002).

Payment will be made on a cost-reimbursable basis upon the submission of quarterly invoices from SUBCONTRACTOR. Invoices must include cumulative expenditures, current expenditures, total receipts to date, and the TCU Contract Number.

TCU will pay the subcontractor only for costs determined to be allowable according to the cost principles established by Office of Management and Budget Circular A-21, Cost Principles for Educational Institutions and incurred in accordance with Exhibit #3 “Budget.”

Payment will be made to the SUBCONTRACTOR at the following address:

The University of XXX

Research & Sponsored Programs

University Hall, Room 000

00 Campus Drive

City, ST 00000

SECTION IV – REPORTING & DELIVERABLE REQUIREMENTS

SUBCONTRACTOR will provide TCU with all needed information necessary for completing progress report requirements of the prime awarding agency.

The following is a schedule of deliverable items and reports required under this subcontract:

❑ Annual Performance Reports Due: Sep 30, 2008

❑ Cumulative final Performance Report Due: Sept 30, 2009

SECTION V – RECORDS

SUBCONTRACTOR will maintain appropriate and complete accounts, records, documents and other evidence showing and supporting all costs incurred under this subcontract.

TCU may verify all expenditure receipts and disbursed funds in an amount equal to the approved expenditures.

SUBCONTRACTOR must retain all records pertaining to this subcontract for a period of three (3) years from the completion date of this subcontract. If any litigation, claim or audit is started before the expiration of the three (3) year period, the records must be retained until the litigation, claim or audit findings have been resolved.

SECTION VI – AUDIT REQUIREMENTS AND RECORDS EXAMINATION

By acceptance of this subcontract, SUBCONTRACTOR agrees to comply with the audit requirements contained in Office of Management and Budget Circular A-133, Audits of States, Local Governments and Non-Profit Organizations. SUBCONTRACTOR further agrees to provide TCU with copies of any independent auditor’s report that presents instances of non-compliance. SUBCONTRACTOR will also provide TCU with copies of responses to the auditor’s report and plans for corrective action. In the absence of such an audit, TCU may employ other means (such as program review) to ensure SUBCONTRACTOR’S compliance with applicable Federal laws and regulations.

SUBCONTRACTOR will allow access to TCU, the XXX Legislative Auditor and/or the XXX Legislative Fiscal Analyst, or other designated persons to all records as may be necessary for audit purposes and to determine compliance with this subcontract.

SECTION VII – PUBLICATION AND CONFIDENTIALITY

The parties agree to publish an extension type publication for general public educational benefit. Each party has the right to publish any and all information, will offer co-authorship and credits to contributing parties of conclusions and developments (except that which is designated as CONFIDENTIAL by the parties as noted below) resulting from work conducted under this subcontract. Publication by either of the parties will give proper credit to the other party.

The parties will submit to each other any materials released for publication prior to submission to the publisher for the purpose of receiving written consent by the other party, as well as, approval by the Confederated Salish and Kootenai Tribes to publish. Parties will confer with respect to the presence of patentable, cultural, confidential and/or proprietary subject matter.

The parties will take all reasonable steps to have United States Patent Applications, or other appropriate protection of intellectual property, filed prior to the time the information, conclusions or developments are published or otherwise made available to the public.

The parties agree to keep confidential information supplied to it by the other party during the course of this subcontract and designated in writing as “CONFIDENTIAL.” Such information will not be included in any published material without the prior written approval of the parties.

SECTION VIII – RELATIONSHIP OF THE PARTIES

SUBCONTRACTOR is an independent contractor and not an employee of TCU for the purposes of this subcontract. No benefits provided by TCU to its employees, including unemployment and worker’s compensation insurance, will be provided to SUBCONTRACTOR or its employees.

This subcontract will not constitute, create or in any way be interpreted as a joint venture, partnership or formal business organization of any kind.

SECTION IX – NON-DISCRIMINATION

SUBCONTRACTOR agrees that no part of this subcontract will be performed in a manner which illegally discriminates against any person on the basis of race, color, religion, creed, political ideas, national origin, sex, age, marital status, physical and/or mental handicap.

SECTION X – LIABILITY EXPOSURE

The parties understand and agree that the liability of the State of XXX, TCU, its officials and employees is controlled and limited by the provisions of Title 02, Chapter 09, XXX Code Annotated entitled Government Structure and Administration – Liability Exposure and Insurance Coverage and the provisions of Title 18, Chapter 01, Part 4 entitled Contract Actions Against the State. Any provision of this subcontract, whether or not incorporated herein by reference or otherwise, will be controlled, limited and otherwise modified to limit any liability of the State of XXX, TCU, its officials and employees to that set forth in the above cited laws.

The parties agree to be responsible and assume liability of their own wrongful or negligent acts or omissions, as well as those of its officers, employees or agents to the full extent required by law.

The parties agree to maintain a reasonable coverage for such liabilities either through commercial insurance or a reasonable self-insurance mechanism, and the nature of such coverage or self-insurance mechanism will be reasonably provided to the party upon written request.

SECTION XI – ASSIGNMENT, TRANSFER AND SUBCONTRACTING

There will be no assignment, transfer or subcontracting of this subcontract, or of any interest in this subcontract, unless both parties agree in writing. No services required under this subcontract may be performed under subcontract unless both parties agree in writing.

SECTION XII – OWNERSHIP

Any special equipment purchased under the terms of this subcontract becomes the property of SUBCONTRACTOR unless otherwise specified herein.

The rights to inventions made under this subcontract shall be determined in accordance with Title 37 CFR Part 401 Rights to Inventions Made by Non-Profit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements.

SUBCONTRACTOR will retain right, title and interest (including the right of copyright) in all work reduced to writing or fixed in any media; including reports, articles, photographs, recordings, data computer programs and related documentation, produced solely by SUBCONTRACTOR under this subcontract. SUBCONTRACTOR grants TCU a non-exclusive, irrevocable, royalty-free right to use all work produced under this subcontract for educational and research purposes. TCU agrees that it will not sell or use any portion of the work for commercial profit without the express written consent of SUBCONTRACTOR.

SECTION XIII – DISPUTE RESOLUTION

All claims, disputes and other matters in question, arising out of, or relating to, this agreement, which cannot be satisfactorily resolved between the parties, shall be decided by binding arbitration under the provisions of the XXX Uniform Arbitration Act, Title 27, Chapter 5, MCA.

The arbitration shall be conducted before a single arbitrator selected by the parties. If the parties have not selected an arbitrator within 10 days of written demand for arbitration, the American Arbitration Association shall select the arbitrator. All arbitration proceedings shall be conducted in City, ST.

Notice of the demand for arbitration shall be filed in writing with the other party. The demand shall be made within a reasonable time after the claim, dispute, or other matter arises. The demand for arbitration shall not be made after the time allowed for the institution of a lawsuit under the applicable statute of limitations.

Each party shall bear its own expenses of arbitration. The duty to arbitrate shall survive the cancellation or termination of this agreement.

SECTION XIV – TERMINATION

This subcontract may be terminated at any time upon the written mutual consent of the parties.

If the awarding agency terminates the prime award referenced above in whole or in part, TCU may immediately terminate this subcontract in whole or in part.

Either party may terminate this subcontract for failure of the other party to perform any of the services, duties or conditions contained in this subcontract after giving the other party written notice of the stated failure. If either party does not correct the failure in writing within ten (10) working days, or any longer period agreed to in writing by the parties, the termination is effective at the end of the specified period.

The above remedies are in addition to any other remedies provided by law or the terms of this subcontract.

SECTION XV – SPECIAL CONDITIONS

The provisions of the prime award are incorporated herein as Attachment A “Prime Award” and take precedence in the case of any inconsistency with this subcontract.

Acceptance of this subcontract constitutes certification that to the best of the SUBCONTRACTOR’S knowledge and belief:

1. SUBCONTRACTOR is not presently debarred, suspended, proposed for disbarment, declared ineligible or voluntarily excluded from covered transactions by any Federal agency or department.

2. SUBCONTRACTOR is not delinquent on any Federal debt.

3. a. No Federally appropriated funds have been, or will be paid, by or on behalf of the SUBCONTRACTOR, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a member of congress, or an employee of a member of congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement and the extension, continuation, renewal, amendment or modification of any Federal contract, grant, loan or cooperative agreement.

b. If funds other than Federally appropriated funds have been paid, or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a member of congress, an officer or an employee of congress, or an employee of a member of congress in connection with this Federal contract, grant, loan, or cooperative agreement; SUBCONTRACTOR will complete and submit Standard Form-LLL (“Disclosure of Lobbying Activities”) in accordance with its instructions.

SUBCONTRACTOR will require that the language of this section be included in the award documents of all subawards to all tiers (including subcontracts, subgrants and contracts under grants, loans and cooperative agreements) and that all subrecipients will certify and disclose accordingly.

SUBCONTRACTOR agrees to notify TCU immediately of any changes in the status of any of the certifications in clause B above.

SECTION XVI – MODIFICATION

This subcontract contains the entire agreement between the parties, and no statements, promises or inducements made by either party, or agents of either party that are not contained in this agreement are valid or binding. This subcontract may not be enlarged, modified, or altered except by written modification and signature of the parties.

The parties hereby execute this agreement on the dates set forth below by their duly authorized representatives.

TCU:

TRIBAL COLLEGE

By:

Title:

Date:

SUBCONTRACTOR:

UNIVERSITY OF XXX

By:

Title:

Date:

EXHIBIT #1

“Prime Award”

EXHIBIT #2

“Scope of Work”

Exhibit #3

“Budget”

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