2100 PR.01 Executing Revenue Agreements

Revision Date: 
July 6, 2017

Contents

1.     Overview

2.     Sponsored Research Agreements, Clinical Trial Agreements, and Material Transfer Agreements

3.     Medical Services Agreements (Including Individual Personal Agreements)

4.     Non-Research Sponsorship Agreements

5.     Use Agreements - Short-Term Use of Yale Space by External Parties

6.     Lease of Yale Space by External Parties

7.     Technology Transfer and Licensing Agreements

8.     Granting Permission to External Parties to Use University-Owned Copyrighted Works

9.     Trademark Licenses

Any commitment made on the University’s behalf to provide goods, services, or assets to an external (non-Yale) party in exchange for revenue must be documented in a written revenue agreement that has been properly reviewed and signed.  This procedure describes the process for drafting, negotiating, obtaining proper review, and executing a revenue agreement for the following types of activities that generate external revenue for the University:

Grant and Contract Income for Research

  • Section 2 - Grant and contract income from sponsored research agreements, clinical trial agreements, international research collaborations, and material transfer agreements

Sales to External Parties

  • Section 3 - Medical services agreements (including individual personal agreements)

Income from Other Sources

  • Section 4 – Non-research sponsorship agreements
  • Section 5 - Short-term use of Yale space by external parties
  • Section 6 - Lease of Yale space by external parties
  • Section 7 - Technology transfer and licensing agreements
  • Section 8 - Copyright agreements
  • Section 9 - Trademark licenses

Refer to the appropriate section below for your type of revenue agreement.

Customer Set-Up and Information Changes

Departments executing revenue agreements should set up customers through Workday to utilize accounts receivable.  Prior to completing the set-up process, cost center financial analysts should run the “Find Customers – Yale” report to determine if the customer is in Workday, and verify that the customer’s information is correct.  A new customer set-up is required only if the customer is not already in Workday, or if a change to the customer’s information is necessary.

Departments should set up customers in Workday using the online Yale University Customer Registration Form, found here:

https://yalesurvey.qualtrics.com/SE/?SID=SV_cNis6u6R8kJs16J&Q_JFE=0.

 (Note: Currently only YSM is utilizing Workday non-sponsored accounts receivable.)

The Office of Grant and Contract Administration (GCA) must review, approve and sign the types of agreements covered in this section, which are defined as follows:

  • Sponsored research agreements (SRAs) are agreements in which a sponsor, which may be a for-profit or non-profit or governmental entity, gives Yale money to do research.
  • Clinical trial agreements are agreements in which a sponsor give Yale money to perform clinical research.
  • International research collaborations are SRAs in which the sponsor is a foreign entity.
  • Material Transfer Agreements (MTAs) are agreements in which a sponsor gives Yale materials (e.g., a unique strain of mice), free or for a nominal charge, to do research. 

Before accepting a sponsored research agreement, clinical trial agreement, international research collaboration, or material transfer agreement offer from an external party, you must follow the procedure set out below: 

a) Contact the GCA Contact Person.

i) If, the external party has given you their draft agreement, fill out any department specific information, and send it to GCA along with any relevant information related to the project.

ii) If the external party does not have a draft agreement, and:

  • If you already have an appropriate revenue agreement template that has been approved by the Office of the General Counsel (OGC), use that template.
  • If you have your own revenue agreement template that has not been approved by GCA, contact the GCA Contact Person to request review and approval of your template before you use it.
  • If you do not have a revenue agreement template, contact the GCA Contact Person. 

b) Provide assistance if requested by GCA.  GCA will:

i) Review the agreement and negotiate any changes in the terms and conditions with the external party.  

ii) Obtain approvals from Yale units if required (e.g. for tax-exempt bond compliance)

iii) Obtain the signature of the external party.

iv) Obtain the signature of an authorized Yale signer. 

v) Deliver executed agreement to you and the external party. 

The Office of the General Counsel (OGC) must review and approve the types of medical services agreements covered in this section, which are defined as follows:

  • Individual Personal Agreements (IPAs) for individual Yale Medical School Faculty to provide consulting, technical, research, educational, training, or clinical services to external parties.
  • Medical services agreements for the provision of clinical and administrative services to external parties.
  • Medical services agreements for the provision of services to support business operations of external medical practices.

For any medical services agreement with private external parties:

  • The YSM unit ascertain whether the agreement fits within a template agreement that has been previously provided by OGC.
  • The YSM unit negotiates the basic terms and conditions and either provides a summary of the terms and conditions or a draft agreement to OGC/Health Affairs.
  • OGC reviews the agreement and, if necessary, has further discussion with the YSM unit and/or the external party.
  • When the agreement is finalized, OGC prepares a cover memo, noting concerns and a recommendation for approval, to the appropriate authorized Yale signatory. In some instances, the agreement is first sent back to the Department for transmittal to the external party for initial signature.
  • If first to the external party for signature, upon execution, it is forwarded back to OGC for signature by an authorized signatory.
  • Completed agreement is then sent to Department with a copy kept by OGC.

Whenever an external party (“sponsor”) offers to provide money, goods or services to Yale relating to non-research activities in exchange for some benefits from Yale, a sponsorship agreement must be executed, outlining the details of the exchange.  The benefits provided to the sponsor by Yale might include, but are not limited to, distribution or display of a sponsor’s products at a Yale event; an exclusive sponsorship arrangement; a link from a Yale website to the sponsor’s website; advertisements; complimentary tickets or receptions for major donors; or the right to use a Yale trademark, patent, logo or designation.  If the external party offers to sponsor Yale research, please refer to Section 2 above.  If the external party offers to provide money, goods, or services to Yale and does not expect to receive anything of value in return, please review Policy 2200 Gifts to the University

Yale departments that wish to enter into non-research sponsorship agreements with an external party must take the following steps:

a) Obtain a sponsorship agreement template:

i) If your department already has a sponsorship agreement template that has been approved by the Office of the General Counsel (OGC), use that template.  If you are unsure if that template has been approved, contact OGC. 

ii) If your department has its own sponsorship agreement template that has not been approved by OGC, contact OGC to request review and approval of the template before you continue to use it.  

iii) If your department does not have a sponsorship agreement template, contact OGC for a template that is appropriate for your department. Once a standard template has been created for your department, you can use this template for future sponsorship requests

b) Negotiate the terms and conditions:

Your department negotiates the basic terms and conditions of the sponsorship arrangement with the external party and provides a draft agreement to OGC for review.

c) Review and Approve Agreement:

i) OGC reviews the agreement and, if necessary, has further discussions with the Yale department and/or the external party.

ii) When the agreement is finalized, OGC sends the agreement to your department so that you can obtain the external party’s signature on the agreement.

iii) Your department sends the agreement signed by the external party to OGC.

iv) OGC obtains the approval of the Tax-Exempt Bond Compliance (TEBC) Director.

d) Sign Agreement:

i) After receiving the TEBC Director’s approval, OGC prepares a cover memo, noting concerns and a recommendation for approval, and sends it to the appropriate authorized Yale signatory. 

ii) Once the agreement has been signed by an authorized Yale signatory, OGC sends a copy of the executed agreement to the Tax-Exempt Bond Compliance Director and your department.

iii) Your department is responsible for sending a copy of the agreement to the external party.

Before an external party can occupy or use space for a limited time in a Yale facility, a use agreement must be created, reviewed and executed by an authorized Yale signer.

Note:  A use agreement gives an external party a non-exclusive right to use Yale space for a limited number of hours or days for a specified purpose. A lease (see the next section) allows an external party to use Yale space for a longer period of time with more rights and responsibilities for the space.

Note: Uses by internal parties do not require a use agreement, although some departments might require a signed agreement for their own purposes.

When an external party requests to use a Yale space under your control, take the following steps. 

a) Confirm that the party requesting to use Yale space is an external party.  While generally it is clear whether a group or individual is a Yale (internal) party or a non-Yale (external) party, occasionally it is not.  If in doubt after reading the guidelines below, contact the Use Agreement Contact Person shown in the Contact List at the end of this procedure.

Following are some guidelines for making this determination:

i) Internal parties are part of Yale; not independent organizations.  One indication that they are a Yale unit is that they have a PTAEO.  Usually, registered student groups (as shown on the Registered Student Organizations (RSO) page of the Yale website) are considered to be internal parties.  However, several RSOs are independent 501(c)(3) organizations, so you should ask the Use Agreement Contact Person whether an external use agreement is required for any RSO.  If the use by an internal group may also include use or possible reimbursement by external parties, please reach out to the Use Agreement Contact Person for advice.

ii) External parties are not a part of Yale.  Please note that Yale alumni groups are external parties as are several RSOs that are independent 501(c)(3) organizations.

iii) Sometimes the party using a Yale space will include both Yale and non-Yale members, making it difficult to determine whether it should be considered an internal or external event.  Internal events are initiated, organized, hosted and paid for by Yale. External events are initiated, organized, hosted and paid for by an external party.  Situations that are not clearly one or the other should be referred to the Use Agreement Contact Person.

b) Obtain a use agreement template.

i) If you already have a use agreement template that has been approved by the Office of the General Counsel (OGC), use that template.  If the template is more than a year old, please reach out to the Use Agreement Contact Person for the most recent form.

ii) If you have your own use agreement template that has not been approved by OGC, contact the Use Agreement Contact Person to request review and approval of your template before you use it.

iii) If you do not have a use agreement template, contact the Use Agreement Contact Person for a template that is appropriate for your facility.  Once a standard template has been created for your facility, you can use this template for future requests, but you should check at least annually to see if the template has been updated.

c) Complete and have external party sign the use agreement.  You or the external party must complete the use agreement and exhibits.  The external party will review and sign the agreement.  Any changes to the agreement by the external party must be approved by OGC.  The external party must also submit the certificate of insurance required by the use agreement with the signed use agreement.

d) Submit the agreement for review and signature.  Send (email) the agreement that is signed by the external party along with the certificate of insurance to the Use Agreement Contact Person. Please note:  RSOs that are independent 501(c)(3)s are covered under Yale’s insurance so they do not need to provide a certificate of insurance.   The Use Agreement Contact Person will obtain the approvals of OGC, Risk Management and Tax-Exempt Bond Compliance.  Once all approvals are received, the Use Agreement Contact Person will obtain the signature of an authorized Yale signer and return (via email) the fully executed agreement to you. 

e) Deliver executed agreement to external party.  You will deliver the agreement to the User.

University Properties (UP) is responsible for negotiation and execution of all leases of Yale space to external parties.   If, you are contacted by an external party who would like to lease Yale space or if you would like to lease Yale space to an external party, contact the UP Contact Person (see table at the end of this procedure). 

UP is the only unit that is authorized to execute lease agreements with external parties.  Therefore, University Properties is responsible for taking the following steps to execute a lease.  UP will:

  • Select lessee.
  • Draft and negotiate a lease agreement with the external party, in consultation with OGC and/or outside counsel, if necessary. 
  • Obtain approvals from other Yale units, if required (e.g. for insurance or tax-exempt bond compliance)
  • Obtain the signature and insurance documentation of the external party.
  • Obtain the signature of an authorized Yale signer.
  • Deliver the agreement to OGC and the external party.

Yale faculty, staff, and students may create inventions in the course of conducting research at Yale.  The Office of Cooperative Research’s (OCR’s) mission is to facilitate the translation of research from Yale’s labs into products and services that benefit society.  This is most often accomplished through securing intellectual property (IP) rights (patents or copyrights) on these inventions, marketing the inventions to companies, investors, or entrepreneurs, and then negotiating option, license or other agreements with these entities. If you would like to protect your invention or market it to companies or work collaboratively with companies to develop it, contact OCR through their website (see the Contact List at the end of this procedure). 

OCR is the only part of the University that is authorized to negotiate and execute agreements relating to inventions and patents.  Faculty, staff and students must work through OCR, as they are not authorized to negotiate or execute these agreements on behalf of Yale.

Any unique expression fixed in tangible form is “copyrightable” and a copyright in a work exists immediately and, under federal law, automatically upon a work’s creation.  The University owns a myriad of copyrightable works.  Included among the many possible forms of works are photographs, artworks, graphic or textual matter, audio or audiovisual recordings, musical compositions and even the design and collective parts of websites. 

Yale’s copyright ownership in such works may arise from a purchase or gift.  Such interests also, in some cases, arise from the activities of faculty or staff.  Yale’s copyright policy (link) should be consulted to determine whether in any particular instance Yale has an ownership interest in specific content created by Yale faculty or staff.  The Office of the Provost must be consulted when ownership issues are unclear.  If it is determined that Yale has copyright ownership interests in a certain work or material, authorizing its use by external parties will require formally granting permission or entering into a written licensing agreement or publishing agreement.

When granting permission to external parties to use University-owned works, the following steps must be taken:

a) Secure authorization from the head of the unit or department responsible for the work in question, detailing whether the rights granted will be exclusive (rare) or nonexclusive.

b) Contact OGC for assistance with confirming Yale’s ownership interest and formalizing the arrangement.

The appropriate OGC contact will:

a) Discuss any issues relating to Yale’s ownership interest.

b) Review the terms of the proposed arrangement, including scope of rights granted, territory, term and payment

c) Review, structure, negotiate and/or draft the final agreement.

d) Obtain the signature of an authorized signatory after the external party has signed the agreement.

Any use of a University trademark, including the Yale name, shields and logos, in connection with a revenue agreement requires prior written approval of the Office of Trademark Licensing.  

As a rule, external party agreements may allow for limited, nonexclusive use by an external party of Yale trademarks, subject to prior written approval by Yale, with the allowance that such approval may be withdrawn at any time.

That said, as a rule, the University does not permit the creation of joint or co-branded logos of any kind (when a Yale trademark is combined in any way with the trademark of an external party to create a new logo).

If an agreement requires the use of Yale trademarks, the Office of Trademark Licensing will lead the discussion about what, if any, arrangements can be arrived at that are mutually acceptable to Yale and to the external party.

Departments negotiating such agreements should contact the Director of Licensing at the start of negotiations, with the agreement draft and a brief description of the following:

a) The University trademarks intended to be used in connection with the agreement, either by Yale, the external party, or both.

b) The specific context(s) of such usage – online, offline, in connection with the external party’s trademark(s), as well as duration and scope of use.

c) Details of any peer institution participation- either with respect to the agreement in question, or comparable participation in similar agreements.

d) Details of the department’s plan to govern and monitor external party’s use of Yale’s trademarks once the agreement is fully executed.

e) Confirmation of department head approval for the terms of trademark use described above.

The Office of Trademark Licensing will secure the necessary permissions from the appropriate University Vice President and work with the Office of General Counsel in finalizing written agreements pertaining to the relevant trademark use.