2100 PR.01 Executing Revenue Agreements

Contents

1.      Overview

2.      Research-Related Agreements

3.      Licensing Agreements

4.      Service Agreements

5.      Clinical Services Agreements

6.      Training Agreements

7.      Short-Term Use of Yale Space by External Parties

8.      Longer-Term Lease of Yale Space by External Parties

9.      Corporate Sponsorships

This procedure supports Policy 2100 Revenue Principles, General, which provides that any commitment made on the University’s behalf to provide goods, services, or other 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 types of activities listed under Contents, above, that generate external revenue for the University.  Refer to the appropriate section below for details on that specific type of revenue agreement.

The Yale individual or unit requesting a revenue agreement and/or facilitating a revenue agreement request (the “Requestor”) is responsible for retention of the signed agreement.  Requestors should work with their departmental business offices to ensure revenue agreements are appropriately retained.  Units are expected to manage the revenue agreement and submit requests for amendments to or renewals of the revenue agreement in the future, if necessary.

Either the Office of Sponsored Projects (“OSP”) or Yale Ventures must review and, if approved, sign the following types of agreements:

• Sponsored research agreements (“SRAs”), in which a sponsor provides Yale funding to do research;
• Clinical trial agreements (“CTAs”), in which a sponsor provides Yale funding to perform clinical trials;
• Visiting scientist agreements (“VSAs”), in which a corporate partner is granted permission to access Yale’s intellectual and physical resources at no cost or liability to Yale, which means that the corporate partner must reimburse Yale for the cost of any supplies, animal costs, etc. that are used by the visiting scientist; and
• Outgoing material transfer agreements (“MTAs”), in which Yale transfers Yale biomaterials (e.g., a unique strain of mice) to an external party for its research.

OSP is the appropriate contact for all SRAs, CTAs, and VSAs, as well as outgoing MTAs with non-profit entities (Note: Outgoing MTAs with non-profit entities include a nominal charge to cover maintenance, preparation, and shipping of the biomaterials).  Once the scope of work for a proposed agreement is agreed to in principle, the Requestor (or designee) engages with the OSP Contracts Team to draft and negotiate an agreement.  Only OSP may sign the agreement.

Yale Ventures is the appropriate contact for outgoing MTAs with for-profit entities.  To request an outgoing MTA with a for-profit entity, the Requestor (or designee) sends an email to yaleventures@yale.edu or calls Yale Ventures at 203-436-8096 (Central Campus) or 203-785-6209 (School of Medicine).  Refer to the Yale Ventures Website for additional information.  Only Yale Ventures may sign outgoing MTAs with for-profit entities.

Technology Transfer Agreements:

Yale faculty, staff, and students may create inventions in the course of conducting research at Yale.  Yale Ventures’ 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 (i.e., patents or copyrights) on these inventions, marketing the inventions to companies, investors, or entrepreneurs, and negotiating option, license, or other agreements with these entities.  To protect an invention, market it to companies, or work collaboratively with companies to develop it, the Requestor (or designee) contacts Yale Ventures through the Yale Ventures Website.

Only Yale Ventures is authorized to negotiate and execute agreements relating to inventions and patents.  Faculty, staff, and students must work through Yale Ventures, as they are not authorized to negotiate or execute these agreements on behalf of Yale.

Other Licensing and Permissions Relating to University-Held Copyrights and Trademarks:

For a preliminary assessment regarding ownership interests and licensing restrictions, the Requestor (or designee) contacts the Office of the General Counsel (“OGC”) (see OGC Website).  In some cases, the University may not hold the rights necessary to receive royalty revenue from a licensing arrangement or it may be restricted by terms and conditions in government or donor funding agreements, or by pre-existing agreements with University licensors, from licensing use of the intellectual property for the proposed purposes.

OGC discusses a due diligence review with the Requestor and advises on any licensing issues and restrictions presented by the Requestor’s due diligence findings.  Where appropriate, OGC may refer the Requestor to the University unit responsible for administering the licensing approval process and the University’s standard contract template, if any.

For assistance with the licensing agreement, contact OGC directly (see OGC Website).  OGC works with the University unit to negotiate and finalize the licensing contract.  Once OGC approves a licensing agreement, OGC obtains the signature of the appropriate authorized Yale signer.

Service agreements (technical, research, and professional), also called fee-for-service agreements, generally involve Yale providing services that primarily benefit the external customer rather than advancing Yale’s education, research, and patient care mission.  Note: If instead the unit is purchasing services, refer to Policy 3201 General Purchasing.

Units who desire to sell their services to external customers begin by contacting the External Sales Approval Process (“ESAP”) Owner: danielle.feldman@yale.edu.  If, upon preliminary review, it is determined that the proposed sale is mission-related, the ESAP Owner forwards the request to the unit responsible for handling it (usually OSP or OGC) and informs the Requestor. 

Otherwise, the ESAP Owner refers the request to sell externally to ESAP, as described in Procedure 2100 PR.02 External Sales Approval Process. 

Note: ESAP is primarily available when a unit plans to provide the same services to multiple customers.  The work involved in reviewing a proposal for tax and compliance purposes, and in drafting an agreement, generally makes it impractical to engage in one-off service sales.  The ESAP Owner advises as to how to address such requests.

Before any unit within Yale can provide clinical services to an external party, a clinical services agreement must be created, reviewed, and executed by an authorized Yale signer.  These clinical services primarily benefit Yale’s patient care mission though also may have educational and research-related benefits.

Note: External parties include third parties and most Yale New Haven Health System entities.  If there is uncertainty about whether a clinical services agreement is needed, contact the OGC Clinical Services Agreement Contact Person (ClinicalContracts@yale.edu).

When a unit within Yale desires to provide clinical services to an external party, the unit must:

1. Obtain a clinical services agreement.  Units must submit a request for a clinical services agreement, or for review of a draft agreement received from an external party, to the OGC Clinical Services Agreement Contact Person (ClinicalContracts@yale.edu).  OGC will prepare and send a clinical services agreement to the unit, or review and send a revised clinical services agreement to the unit.  Units that have been authorized to complete and send to the external party an OGC-approved clinical services agreement template may skip this step.
2. Complete the clinical services agreement and have the external party sign it.  The unit must submit any changes to the clinical services agreement received from the external party or made by the unit for review by OGC.  OGC may negotiate changes to the agreement with the external party directly.  Once OGC approves a final form of agreement, the unit must then have the external party sign the clinical services agreement.
3. Submit the agreement for review and signature.  Units submit the agreement that is signed by the external party via email to the OGC Clinical Services Agreement Contact Person (ClinicalContracts@yale.edu).  The OGC Clinical Services Agreement Contact Person reviews and confirms that the contract is in the approved form.  Once confirmed, OGC obtains the signature of an appropriate authorized Yale signer and returns the fully executed agreement to the unit via email.
4. Deliver the executed agreement to the external party.   

A training services agreement (sometimes referred to an as executive education agreement) must be reviewed and, if approved, signed by an authorized Yale signer whenever Yale provides training or executive education services to external parties.  These services typically consist of Yale developing a training program for external audiences such as governmental employees or employees of an outside non-profit or for-profit company.  The participants in these programs do not receive any Yale course credit but may receive a document acknowledging that they participated in the training program.  These services primarily benefit Yale’s educational mission though also may have other mission-related benefits. 

Requestors contact OGC (see OGC Website) directly for assistance with training services agreements.  Once OGC approves a training services agreement, OGC obtains the signature of the appropriate authorized Yale signer.

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

Note: Uses by internal parties do not require a use agreement, although some departments might require a signed agreement for their own purposes.  If there is uncertainty about whether a party is internal or external, contact the Use Agreement Contact Person: regina.frangipane@yale.edu.

When an external party requests to use a Yale space under a unit’s control, the unit must: 

1. Obtain a use agreement template.  Units must use a use agreement template approved by OGC.  If the unit does not have an OGC-approved template, or the unit is uncertain whether a template is approved or appropriate, the unit contacts the Use Agreement Contact Person (regina.frangipane@yale.edu) to confirm which template is appropriate for the requested facility. 
2. Complete the use agreement and have the external party sign it.  Any changes to the agreement by the external party must be approved by OGC.  The external party must return to the unit the certificate of insurance along with the signed use agreement.
3. Submit the agreement and certificate of insurance for review and signature.  Units submit the agreement that is signed by the external party along with the certificate of insurance via email to the Use Agreement Contact Person (regina.frangipane@yale.edu).  The Use Agreement Contact Person obtains the approvals of OGC, Risk Management, and Tax-Exempt Bond Compliance.  Once all approvals are received, the Use Agreement Contact Person obtains the signature of an appropriate authorized Yale signer and returns the fully executed agreement to the unit via email.
4. Deliver the executed agreement to the external party.

A lease allows an external party to use Yale space for a longer period of time with more rights and responsibilities for the space than a use agreement, as described in Section 7, above.  Before Yale can lease space to an external party, a lease agreement must be created, reviewed, and executed by University Properties (“UP”).

UP has overall responsibility for negotiating, executing, and managing all real estate (i.e., space) leases to which Yale is a party.  UP is the only unit authorized to execute real estate lease agreements with external parties.  Policy 1800 Real Estate Leases details the principles, rules, and processes applicable to real estate leases.  Questions should be directed to University Properties.

Whenever an external party (“sponsor”) offers to provide money, goods, or services to Yale relating to non-research activities in exchange for certain benefits from Yale, a sponsorship agreement must be executed.  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, a link from a Yale website to the sponsor’s website, advertisements, or complimentary tickets or receptions for major donors.  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. 

Units that desire to enter into a non-research sponsorship agreement with an external party must use a sponsorship agreement template approved by OGC.  If the unit does not have an OGC-approved template, or the unit is uncertain whether a template is approved or appropriate, the unit contacts OGC (see OGC Website).

Once the unit has an approved template, the unit completes any missing information and has the sponsor sign the agreement.  Any changes to the agreement requested by the sponsor must be approved by OGC.  Once the sponsor has signed, the unit sends the agreement to OGC, who obtains the approval of Tax-Exempt Bond Compliance and, if approved, obtains the signature of an appropriate authorized Yale signer.