Contract Accord 1: Statement of Work
Accord Revision Date: September 2019
Page Updated: January 2020
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OVERVIEW AND BACKGROUND
The Statement of Work (SOW) is an integral part of the sponsored research agreement (SRA) and should define the who, what, when, where, why, and how of the project.
The SOW governs and provides direction for the conduct of the research and should address all key aspects of the project. A project that involves extensive collaboration, exchange of personnel, access to the industry sponsor’s (Company’s) facilities, industrial internships for graduate students, and so forth may require not only a very carefully crafted SOW but also specific contract terms addressing the various project factors.
Principal investigators (PIs) may be conducting several related projects at the same time. A well-drafted SOW will help to distinguish these projects from each other and assures the Company that the SOW can be performed without complications caused by overlap with other projects.
Milestones and proposed deliverables should be defined in the SOW and should become part of the contract terms to establish mutual expectations of the parties before the project begins. Such milestones and deliverables should clearly state each party’s expectations. Assumptions and qualifications about the milestones and deliverables should be stated. For example, it is common for Universities to accept an obligation to perform research on a reasonable effort basis, but they may not be willing to accept provisions guaranteeing performance or completion of defined milestones.
The contract terms and the SOW must be consistent. In the event of an inconsistency, the contract terms control and take precedence over any statements made in the SOW, unless the contract describes a different order, under which parts of the SOW are to take precedence.
The SOW defines the specific aims and activities to be undertaken; any significant or material changes or modifications should be reduced to writing and agreed to by authorized representatives of the Company and the University. (See UIDP Comparing Internal Structures Guide for further discussion of authorized representatives.)
THE SOW SHOULD IDENTIFY OR DESCRIBE
- the PI(s);
- project staffing;
- project objectives;
- the research plan;
- required standards or specifications for conduct of the research;
- locations where the research will be conducted;
- deliverables and milestones (defined in a sufficient level of detail such that one can determine if they are met);
- the period of performance;
- any special resources required; and
- timing and frequency of meetings and reports.
INDUSTRY PERSPECTIVE
Companies support research projects because they expect to benefit from the results. The benefit may take various forms, such as access to undergraduate and graduate students who have gained valuable experience that fits the Company’s talent needs, familiarity with techniques of methodologies to solve particular problems, or access to intellectual property (IP). The Company expects that these benefits will not be available to their competitors until formal publication of the results. The Company also expects that the statement of work (SOW) is unique to the relationship between the particular Company and the University. If the SOW is not unique, then the University should notify the Company and verify that the Company is okay with the overlap in SOWs.
Successful negotiation of contract terms requested by the Company depends on the University’s understanding of the Company’s objectives and expectations regarding the research described in the SOW. Such terms provide access to IP, review of any proposed publication, protection of IP, protection of confidential information, etc.
UNIVERSITY PERSPECTIVE
University researchers are recognized as experts in their respective fields. The focus of faculty interest, as with experts outside of academia, has been described as narrow and deep. Because of this, it is often difficult for University investigators to make clear distinctions between research questions that are closely related. Additionally, many investigators are funded predominantly by grants that allow the investigators to broadly define their objectives and to use a fair amount of discretion in pursuing them.
Universities generally have a series of project review steps that help the investigator assess the acceptability of a sponsored project within the context of the University’s missions, policies, and procedures. SOWs that are clearly written allow the University and the researcher to better assess such acceptability. A clear SOW also allows the University and investigators to develop a budget that covers the full cost of performance of the project. (See UIDP Contract Accord 12: Budgeting.)
Faculty members usually are not authorized to negotiate terms and conditions of agreements with Companies. Thus, contract-related terms, such as disposition of IP and the right to publish, should not be addressed in the SOW.
The PI holds numerous responsibilities, including:
- conducting the SOW;
- assigning and supervising personnel;
- communication with the Company regarding the research;
- meeting the deadlines describe in the SOW; and
- conducting the project within the allocated budget as subject to the University’s general policies and procedures.
The University may, with the consent of the PI, agree not to accept funding from the Company’s competitors for closely related research in situations where the SOW cannot be clearly differentiated.
PRINCIPLES
1. The SOW should be sufficiently detailed as to define the project and to distinguish it from other research undertaken by the investigators.
2. The SOW may include items that are subject to change due to the nature of the research (e.g., timing of research activity).
3. The SOW should define the research plan and should address goals and aims.
4. The SOW should be aligned with the budget.
5. The term “deliverables” should be used only when there is, in fact, tangible property, such as software, reports, computer hardware, or other engineered material that is expected to be provided by the University to the Company.
6. The responsible administrative office at the University should review the SOW and any significant and material changes after each redraft.
7. The PIs should explain any known dependency on background intellectual property (BIP) in the SOW. (See UIDP Contract Accord 5: Background Intellectual Property.)
8. The boundaries for any foreground intellectual property (FIP) (to which the Company may have a license or option) are set by the SOW and by the contract dates. (See UIDP Contract Accord 6: Foreground Intellectual Property.)
9. No contract (legal) terms should be incorporated in the SOW.
OUTLIERS
There are a number of principles and considerations that are unique to master, blanket, or umbrella agreements covering multiple specific projects. This Contract Accord does not discuss these special circumstances. For an in-depth discussion of research agreements that cover multiple projects, see UIDP Master Research Agreements Guide.