There are several fundamental steps involved in the research contracts process.
However, the process differs depending on whether or not the contract being established is a requirement of the award process for research grant funding (following the successful outcome of a grant application).
Contract Route 1 (e.g., a collaboration agreement, a project partner letter, etc) or a standalone/new contract.
An overview of the process for Contract Route 1 is illustrated in page 1 of the user journeys.
Contract Route 2 (e.g., a non-disclosure agreement to initiate a new collaborative relationship, a contract variation/amendment to an existing contract, a material transfer agreement, etc).
An overview of the process for a standalone/new contract via Contract Route 2 is illustrated in page 2 of the user journeys.
Whilst your allocated R&IS officer will have knowledge of your research project and the required contracts via Contract Route 1, supporting information needs to be obtained to progress Contract Route 2, particularly if the contract is to support an externally funded, standalone, direct contract research (DCR) project. Submitting a Notification of Intent (NOI) is the most efficient way to capture the required information and enables your R&IS contact to start preparing your contract.
Some aspects to consider throughout the contracting process are as follows:
For a DCR project:
Developing an initial scope of work/deliverables, including the resources required at Warwick to carry out the work, the benefits of the project (including who will receive these benefits e.g., the public or the funder exclusively).
Understanding if the contractor has an indicative funding range/limit.
Setting up a non-disclosure agreement to allow for discussions, if required.
Establishing an indication of the expected timelines for the project start/duration and completion of the contract e.g. does it need to be fully executed before the end of the financial year?
Identifying whether there will be any transfer of equipment, material or data between the parties (including the nature of these e.g. approximate value, personal data, human material etc).
Establishing whether there is any sensitivity for the project, both in terms of commercial value and confidentiality, including how this might affect when publications could be generated.
Starting to establish whether either party has any expectations with regards to the terms of the agreement e.g. Intellectual Property Ownership and Licensing Arrangements. A copy of Warwick's external Contracts Framework can be sent to the external party to support these discussions and to set out the requirements of Warwick.
It's important to note that expectations can be discussed as part of establishing your relationship with the contractor, but that a Price for the work and contract terms & conditions shouldn't be confirmed/promised until the project has been costed by R&IS. This will help to ensure that the price of the work and the contract terms are within the scope of the University's acceptance. R&IS can support you with these discussions, we are happy to be involved as early as possible in the process as this means that we can understand what you would like from the partnership and the project.
Submitting a Notification of Intent form to capture the information required to allow R&IS to allocate a R&IS officer to you. This individual will then establish an initial costing (if required) and provide you with support throughout the process.
R&IS carrying out the required Compliance checks including Due Diligence, Export Controls, NSI Act and Nagoya (see Research Compliance for details).
Working collectively to manage the relationship with the external parties: negotiating a contract is a mutually supportive team effort between R&IS and yourself as the PI, with each leading different aspects of the process. The PI leads on developing the scope of work and growing the scientific/working relationship whilst R&IS leads on managing relationship required to progress the contractual process.
Establishing which type of contract is most appropriate for the required purpose. Please review Warwick's 'Contract type decision tree' if you are unsure (Figure 1).
Establishing which party's research contract template will be used - Warwick has a range of templates to suit different circumstances and Warwick’s preference is to use these templates as a starting point to facilitate the timely processing of the contract. There are a number of circumstances however where the type of template used is determined by the nature of the relationship e.g. if material or data is provided to the other party via an MTA or DSA, the Provider of the material/data will supply the template.
If the external party's template is preferred:
Determining whether any changes to the terms and conditions could be suggested/negotiated.
Negotiating and ensuring that the terms are conditions of the research contract are within Warwick's acceptance and legal/statutory requirements (please refer to Section 2: Complicating Factors and Common Contractual Sticking Points).
For Contract Route 1, the Party leading the collaborative project is responsible for drafting and leading the contract process.
It is worth noting that research contracts are negotiated on a case-by-case basis within the context of the individual project – whilst previous contracts can help to guide us when progressing a contract, they do not set a precedent for all terms and conditions going forward.
NB: Material Transfer Agreements for Outgoing material from Warwick are supported by Warwick Innovations, rather than R&IS.
R&IS commencing the FP14b process on IDEATE / Worktribe once the terms are within Warwick's acceptance. This process requests approvals from departmental staff in the FP14b process. If terms aren't within Warwick's acceptance
R&IS Officer will escalate the terms and conditions for additional approvals (R&IS Associate Director or Senior Officers) through the submission of a supporting justification. A summary of the Delegated University Signatories: Applications, Awards and Contracts and the escalation points is shown via the FP14b link above.
This step for additional approvals may require the PI to complete a risk register to determine the likelihood of the disproportionate risk associated with the contract occurring.
Once all approvals are in place, Warwick's legal representative will sign the research contract electronically and return a copy to the contractor for countersignature / to provide a fully signed copy if the contractor has already provided signature.
NB: whilst some contracts may ask for individuals to 'read and acknowledge' the terms and conditions, only legal representatives of the University (summarised in the FP14 process) can provide a legally binding signature. For the avoidance of doubt, Heads of Departments and PIs are not included within this list of representatives.
The fully signed research contract will be uploaded to IDEATE / Worktribe which will then be marked as 'Awarded' and the project's cost code will then be setup by Research Finance.
Timeline
The timeline for the Research Contracts process depends on several factors. These include the size/value of the agreement, the complexity of agreement negotiations, the number of parties including their responsiveness and their familiarity with contracting with Universities, the compliance checks required, the level of FP14b approvals required and your your R&IS Officer's workload capacity.
Your R&IS Officer will support you with progressing the contract through the stages above as efficiently as possible (it is in our best interests to get the contract finalised after coming to mutually acceptable wording), keeping you updated throughout the process to highlight any aspects which may require additional time consideration.
The more involved R&IS are in those earlier discussions, will likely result in contract terms being agreed within a quicker timeframe.
User journeys
View the user journeys, including the contracting process, developed as part of the Warwick Transformation Research Design work conducted in Spring 2024.
The journeys represent the interactions of different users across the research lifecycle and not just the contracts process specifically.
The area highlighted in yellow in the document provides a high-level view of the steps of this journey relevant to the contracting process for Contract Route 1.
