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Service and Consulting Agreements Policy
This document establishes Grand Valley State University’s (University) official policy governing the approval and management of service or consulting agreements that employees through the University, meaning cases in which the University would be the contracting party. These are agreements under which Principal Investigator (PI)-Eligible faculty and/or Administrative/Professional (A/P) staff members are obligated to provide specified services or “deliverables” and that do not fall squarely within the traditional framework of research or teaching activities. While these agreements may have research, scholarly, or other benefits to the University, those benefits are a secondary aspect, not the primary purpose of the activity. The terms “service agreement” or “consulting agreement” are intended to be descriptive; such agreements could have other labels or titles.
In some cases, employees who may consider providing services independently of the University as consultants will do this for their own account, on their own time, and using their own resources and subject to applicable University policies. However, review and approval of all proposed service and consulting agreements under this policy is required to ensure compliance with employment, tax, and intellectual-property law; regulatory requirements governing research and the use of certain kinds of data; and institutional policies regarding student engagement in externally funded activity and the appropriate use of University resources.
The University should be the contracting party only when justified by compelling reasons that meet the General Criteria of this policy. There are occasions, however, when a PI-Eligible faculty or AP staff member wants to provide a service through the university. For example, the activity may have a strong academic and/or university programmatic component and the faculty or A/P staff member may want to be able to use university facilities, resources, staff, or students to carry out the proposed contractual activity. In those circumstances, this policy allows for the University to act as the contracting party, but only if the activity in question meets the General Criteria of this policy.
By way of illustration, but without limitation, services that PI-Eligible faculty and A/P staff members may seek to provide through this policy may include:
- Performing an evaluation or assessment of an external program, such as an educational program or public-health initiative;
- Establishing rating criteria, such as standards for measuring health or safety outcomes;
- Providing technical assistance to a foreign government in areas such as social, health or economic services;
- Delivering professional-development services;
- Partnering with industry to engage students in technical projects the delivery of which will contribute to the educational goals of the students involved; and/or
- Assisting a city government in its urban planning.
This policy designates authority to the Vice Provost for Research Administration or their designee to establish such operational procedures as deemed necessary to implement the policy, and ensure operational efficiency, proper oversight of compliance and financial management, and ensure the success of externally sponsored projects at the University.
Authorized Organizational Representative (AOR): The official to whom the Provost delegates authority to submit proposals to fund and/or otherwise support externally sponsored projects on behalf of the University and to accept on behalf of the University any awards, contracts, or agreements resulting from such proposal submissions or other solicitation processes.
PI-Eligible: University faculty and AP staff members who are documented as eligible to serve as a Principal Investigator as defined in the University’s Principal Investigator Eligibility Policy.
Benefits and Risks
Often, participating in service agreements involves high-profile and challenging projects that may benefit members of the university community by, for example:
- Adding significantly to faculty, staff, and student expertise;
- Demonstrable connections to curricular and co-curricular development, new teaching cases, program development in executive education, and professional development;
- Engaging faculty in domestic and international matters that are highly relevant to their teaching and scholarship, or employees in their administrative responsibilities; and/or
- Initiating or reinforcing strong institutional relationships that can serve long-term University interests.
Though there may be much to recommend the pursuit of these opportunities, especially where there is substantial potential to advance scholarship, education, and service, these arrangements may also pose risks that need to be managed. Service and Consulting Agreements are more complicated for the University to manage than routine sponsored-project agreements because of the expectations of the external entities, who perceive themselves as clients or customers rather than sponsors.
The following potential risk factors will be considered in the evaluation of Service and Consulting Agreements:
- The University, as the contracting party in these agreements, bears the risk of liability or reputational harm for non-performance or poor performance of agreed-upon tasks and for unsatisfactory contract “deliverables.” Potential risks reach beyond the payments to the University and could include monetary damages from the downstream effects of contested performance.
- Unlike in sponsored-project arrangements (i.e., assistance awards, such as grants or cooperative agreements), in which the sponsor may be presumed to be committed to the principles of objective science or the enhancement of the public welfare, “clients” or “customers” in service arrangements may be more focused on obtaining specific results and will likely be more involved in directing performance of the services. Institutional integrity and impartiality may be called into question if expectations are not properly managed at the outset.
The use of the University’s students and staff to assist in
these projects also raises unique policy issues. The
University has a duty to students in particular. They should not be
made to work on projects unless the work advances their educational
goals. The interests of employees, students, and the institution
must be safeguarded in the negotiation of such arrangements to
assure them that they may generate and publish works of scholarship,
receive proper credit for their work, obtain appropriate
intellectual property or other proprietary rights in the work
product, and avoid confidentiality or other obligations that may
compromise transparency and injure reputations.
- Special attention must be paid to assure that these arrangements comply with the university’s obligations as a tax-exempt organization (e.g., IRS regulations regarding Unrelated Business Income).
The proposed Service and Consulting Agreement must:
- Advance the core mission of the academic or non-academic organizational units that will carry it out;
- Provide a significant institutional and/or public benefit; and,
- If students are to participate in the activity, provide both a learning experience that advances student educational goals and that students will be free to use and disclose details of the experience in their academic and career pursuits, unless a Non-disclosure Agreement has been approved by the Office of the Vice Provost for Research Administration.
The determination as to whether a proposed Service and Consulting Agreement meets these criteria shall be the responsibility of the employee’s Appointing Officer. Such determinations shall be documented using University procedures for sponsored activity.
In addition, the proposed Service and Consulting Agreement must:
- Present manageable and limited risks;
- Be accurately budgeted to generate sufficient revenue to pay for full performance that includes both the direct charges associated with the activity and the university’s full federal negotiated facilities & administrative cost rate;
- Be properly accounted for from a tax perspective;
- Be reviewed and processed by the Technology Commercialization Office and the Office of Sponsored Programs (which may include the execution of a non-disclosure agreement to protect the intellectual property of the parties to the agreement; and
- Receive approval from the employee’s Appointing Officer.
- Be approved and submitted by the Vice Provost of Research Administration and/or designee.
And finally, once the Service and Consulting Agreement is fully executed, and throughout the performance of the contractual scope of work, the PI and responsible organizational unit must ensure that the activity complies with:
- The contracted scope of work, timeline, and all agreed deliverables;
- All applicable federal and state laws and regulations (e.g., export controls, use of human or animal subjects, intellectual property rights, disclosure and mitigation of financial and other conflicts of interest); and
- All relevant University policies, such as invoicing for payment via the central accounting office of the University, and the use of the University’s name, facilities, equipment, supplies, and other resources.