External%20Sales%20Agreements%20(Contracts)%20

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• External Sales Agreements (Contracts)
• Filling out the Forms
• October 9th, 2014
• University of Minnesota

2
Introductions

• Keith Jansen Manager Internal/External Sales
• Russ Bakke Financial Analyst TAIES
• Steve Brandeen Financial Analyst TAIES

3
Procedure

• Establishing External Sales Agreements (Contracts)

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Session Objectives

• Which standard agreement to use
• How to fill out the standard agreements for
  establishing External Sales (Contracts)
• Typical language for description of services to
  define only the contract deliverables

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Which one to use?

• Services Agreement - services provided (testing
  or consulting)
• Short Form Services Agreement services less
  than 5,000 and low risk
• Lab Use Agreement use of equipment in a lab
  assisted or unassisted by staff
• Workshop Agreement seminar or presentation

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Contract Sections

• Description of Services
• Legal Entity Type
• Jurisdiction
• Compensation
• Term
• Customer Information
• Signatures

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Contract Library

• Utilize standard U of M agreements whenever
  possible, available at OGC websitewww.policy.umn.
  edu/contracts/
• Select External Sales Purchases Agreement then
  External Sales
• Standard Agreement Universitys form with no
  changes to terms and conditions
• If standard agreement is used, OGC does not
  review unless specifically requested
• FORM OGC-SC102
• Form Date 01.29.02
• Revision Date 11.16.10

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Contract Library

• A word about using the most current version of
  the forms
• Always go to the contract library and use the
  most current version
• Saved version may not be updated with current
  terms and conditions
• FORM OGC-SC102
• Form Date 01.29.02
• Revision Date 11.16.10

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Contracts

• Standard Contracts Library includes
• Service Agreement OGC-SC102
• Lab Use Agreement (Individual) OGC-SC103
• Lab Use Agreement (Company) OGC-SC104
• Workshop Agreement OGC-SC251
• Short Form Services Agreement OGC-SC109
• Confidentiality Agreement OGC-SC205
• Confidentiality Addendum OGC-SC106
• Confidentiality Addendum with Results OGC-SC107

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Service Agreement

• Use for providing any professional service
• Equipment testing
• Sample analysis or testing
• Consulting
• Editing
• Surveys
• Analysis of data

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Department Information

• Department ID
• ESAF for activity
• This Agreement is entered into by University
  through its . (enter department description per
  Chart of Accounts for the DeptID)
• Handout provided Service Agreement and
  Instructions

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Customer Legal Name

• The Customer's legal name (e.g., ABC Consulting,
  Inc.)
• Customer can provide
• Look up on the internet on customers website
• Minnesota Business Lien System located at
  http//mblsportal.sos.state.mn.us/
• Other states http//www.secstates.com/MN_Minnesota
  _Secretary_of_State_Corporation_Search/
• External Sales Office

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Legal Entity Type

• Legal Entities Type
• C- Corporation
• LLC Limited Liability Corporation
• S- Corporation
• Sole Proprietorship or Partnership

Handout provided Legal Entities
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Jurisdiction

• The Customer's jurisdiction is the state in which
  the customer is registered or incorporated and
  determines where they would litigate.
• This can be provided by the customer
• Look up online

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Description of Services

• Should include
• Service to be provided
• Deliverables
• May be attached and referenced in the Description
  of Services such as, "See Attachment A".

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Description of Services

• Should not include
• Information about defining the process in which
  the service will be provided (statement of work,
  procedure or scope of work).
• Cut and Paste unedited information from another
  source
• Names of individuals performing the work
• Other individuals or entities
• Other contracts, purchase orders or agreements
• Services provided for exchange of other goods and
  services

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Description of Services

• Should not include
• Contingencies
• Payment based on the successful results or
  customer sales
• Conflicting terms and conditions
• Defining activity that is not a External Sale
  (excluded transaction, SPA or Gifts)
• Reference to a grant or obligation of the grant
  or another agreement
• Price not based on recovery of all costs
  (honorarium, royalties, appearance fee etc.)

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Example of Description of Services

• Water sample analyses 22 chlrorphyll/phaeophytin
  and 22 total phosphorus for samples collected in
  October 2014.
• Services utilizing analytical instruments to
  probe composition, structures and properties of
  materials and devices provided by Company,
  including but not limited to some or all of the
  following per price list.
• Laboratory services to include blood draw,
  sample processing, requisition completion and
  patient parking expense, as further detailed in
  Exhibit A.

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Compensation

• Review project budget and pricing to make sure
  that all costs are accounted for in the rate and
  total price.
• Format Three thousand five hundred forty five
  and 35/100 3,545.35 (like writing a check)
• USD United States Dollars (no foreign
  currencies)
• Compensation shall be paid in the following
  manner XX upon signing of this agreement, with
  XX the balance payable as follows (check one of
  the boxes below).
• Weekly, or
• Monthly, based on work completed.
• Or milestones, installments, quarterly or other
  payment terms.

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Customer Information Invoices sent

• Attn
• Name of Company or individual (same as legal
  entity)
• Name of Individual contact or Accounts Payable
• Address
• Phone No.
• Facsimile
• Email

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Term

• Term section of the agreement.
• Enter an 'Effective date' (start date of the
  project after signature of the customer)
• Enter an 'Expiration Date' (stop date of the
  project)
• Be sure to include extra time for contingencies
  such as bad weather, staff illness, or time to
  complete deliverables etc.
• Term should be three years or less.
• Contact External Sales if greater than three
  years.

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Term

• Not to include in term
• A start date defined by an event
• Funding, completion of a project, hiring a new
  employee
• An end date defined by an event
• One year after start date, completion of task or
  project
• Start date prior to signature of customer

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Notices

• Attn
• Name of Company
• Name of Individual or Accounts Payable
• Address
• Phone No.
• Facsimile
• Email

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Witness Section

• Regents of the University of Minnesota
  Name of Company
• By _________________
  By _________________
• Name _______________
  Name _______________
• Title_________________
  Title_________________
• Date_________________
  Date_________________

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Amending a Service Agreement

• Contract has been identified as an agreement that
  can be modified
• Description of Services additional services and
  language which does not replace the original
  description of services
• Term end date extended to complete original
  services or new services
• Compensation define additional dollars for
  aditioanl services
• Consideration of the desire to continue original
  agreement
• Handout proved Amendment and
  Instructions

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Service Agreement Short Form-Keith

• UNIVERSITY SHORT FORM SERVICES AGREEMENT
• All of the items listed on the Standard Service
  Agreement
• Submitted by department contact
• Date Submitted date sent to customer
• Special Considerations should be put into
  Description of Services
• Only customer needs to sign
• Handout provided Service Agreement Short Form
  and Instructions

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Lab Use Agreement

• Use of lab equipment or supervised lab use by
  company or individual representing themselves
• Term is typically open ended
• This Agreement is entered into by University
  through its (enter department description per
  Chart of Accounts for the DeptID)
• Handout proved Lab Use Agreement and
  Instructions

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Workshop Agreement

• Workshops, seminars or presentations development
  by the department were the information is owned
  by the University or staff
• Description of Workshop/Presentation include
  title of the presentation or material
• Date, Location, and Time
• Payment defined by the contract Due on the day
  of the workshop/presentation or receipt of
  invoice
• Obligation of Company room requirements, power,
  equipment, internet hook-up, company staff to
  assist, etc.
• Handout provided Workshop Agreement and
  Instructions

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Confidentiality Agreement

• Stand alone Agreement OGC-SC205
• Agreement is used when a Company wants
  preliminary discussions that may or may not lead
  to agreements between the University and the
  Company or individual to be kept confidential.
• Effective as of enter date (before discussions
  start)
• Information relating to enter the subject matter
  
• Handout proved Confidentiality Agreement and
  Instructions

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Confidentiality Addendum

• Attached to a Service Agreement
• OGC-SC106 Information Only
• OGC-SC107 Information Results
• Used when a Company wants information it submits
  and/or the results the UMN generation to be kept
  confidential.
• Service Agreement Dated enter date service
  agreement starts
• Information relating to the Service Agreement
• Handout provided Confidentiality Agreement and
  Instructions

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Questions
Questions Answers
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External Sales Contact Information
extsales_at_umn.edu Keith Jansen
4-5540 Russ Bakke 4-8835 Steve Brandeen
4-9014