University of Minnesota Office of External Sales

1. University of MinnesotaOffice of External Sales External Sales ProcessGrants Management User Network October 13, 2006

2. External Sales’ Mission External sales are about the Units and people within the University. It’s not whether you have the forms filled in or how much the checks are written for. It’s whether the University Community is positioned so that they can be successful, and helped when problems arise.

3. Overview • Welcome • Staff LaCretia Bell – Director of External Sales & Disbursement Services Greg Miller – gam@umn.edu (612)624-4837 Natalie Thayer – thaye009@umn.edu (612)625-2415 Daryl Hexum – hexu0007@umn.edu (612)625-8760 • Office of External Sales (OES) Process • ESAF & Contracts • Q & A

4. External Sales Action Form(ESAF) • Used for gaining approval to engage in specific activity • UWide Forms Library http://www.fpd.finop.umn.edu/

5. ESAF • Section 2 (Describe Activity in Detail) • Who, What, Where, When, Why, How & How Much • Business Case * Public Relations * Publication Rights * Conflict of Interest * Intellectual Property * Appropriate activity * Self-Insured * Tax consequences * Confidentiality • Subject Matter Experts (SMEs) • Risk Management, Taxation, Office of the General Counsel (OGC), Sponsored Projects Administration (SPA), Patents and Technology Marketing (PTM), Environmental Health & Safety, Institutional Review Board (IRB), Institutional Animal Care and Use Committee (IACUC), etc.

6. ESAF Process • Email unsigned ESAF to OES for pre-review • Forward signed original ESAF to OES for formal review • SME Review • When approved, OES will issue an ESAF Number and send PDF copy of signed ESAF and approval letter to the Contact Person • Upon approval of ESAF, unit enters into contracts with specific customers

7. Contracts • OES reviews and approves ALL external sales contracts, amendments and related documents BEFORE they can be signed by your unit. - Services Agreement - Amendment - Workshop Agreement - Addendum - Lab Use Agreement - Confidentiality - Memorandum of Understanding Agreement - Purchase Order - Non-Disclosure Agreement

8. U of M or Non-U of M • University contracts • UWide Standard Contracts Library (http://www.fpd.finop.umn.edu/) • May or may not require additional OGC review • Non-University contracts • Customer-generated document • ALWAYS requires OGC review

9. Process for U of M Contracts • Unit sends U of M contract to OES for review and approval (electronic preferred) OES does NOT sign! • OES builds file and creates contract tracking number (ex. 95-3454) • OES verifies unit has been approved to engage in the activity

10. Process for U of M Contracts Process for U of M Contracts

11. Process for U of M Contracts • Description of Services UNACCEPTABLE DESCRIPTION OF SERVICES X-Ray Crystalography ACCEPTABLE DESCRIPTION OF SERVICES The client will provide pure crystalline specimens of the substance to be analyzed to personnel at the XCL in the Chemistry Department. XCL personnel will visually inspect specimens microscopically to find one suitable for collecting publication-quality single crystal diffraction data on a single-crystal diffractometer equipped with a CCD detector and cryostat. The data collected from this specimen will ultimately provide a 3D crystal structure determination that will meet publication criteria as defined by the International Union of Crystallography. The results will be electronic files composed of a RTF format report, drawings and other files as deemed necessary. Once the service is completed XCL personnel will return unused substance to the client is so requested.

12. Process for U of M Contracts • Description of Services Continued • SMEs are involved for their input EXAMPLE 1 Total and methyl mercury analyses of precipitation samples. See Exhibit A, attached. Sent to Environmental Health & Safety and Risk Management EXAMPLE 2 Under this Agreement, the University shall provide the Company certain technical, advisory consulting services in connection with the Company’s preparation and filing with the federal Food and Drug Administration of a Investigation New Drug (IND) Application. The services the University will provide is described in more detail on attached Appendix A. Sent to SPA, OGC, Tax, and Risk Management

13. Process for U of M Contracts 5. Attachments Use consistent document titles! 6. Compensation Is it listed as $1,300 instead of $13,000? 7. Term Check begin and end dates

14. Process for U of M Contracts • Changes to terms and conditions • Automatic OGC legal review (2 weeks +) • OES facilitates legal review for Dept • Negotiations • Clean copy of contract generated by OGC or OES after terms and conditions are agreed upon by all parties • NOTE – OGC approval is NOT approval to sign the contract! • OES approves the contract to be signed

15. Process for U of M Contracts • Approval of Contract - Formal notice from OES via email - Email includes .pdf copy of approved contract and approval letter • Unit sends one copyof fully executed contractto OES - Reference ESAF # and Contract Approval # on copy

16. Non-U of M Contracts • ANYTHING a customer sends containing terms and conditions (should also include $ amount and description of services) • Customer Generated • Professional Services Contract • Purchase Order • Memorandum of Understanding • Non-Disclosure Agreement • Letter of Agreement

17. Process for Non-U of M Contracts Identical to the process for U of M Contracts EXCEPT: OGC review is ALWAYS required.

18. DO NOT - DO NOT - DO NOT DO NOT sign contractsDO NOT begin work Before you have received the approval letter from OES

19. Delegations of Authority - DOA • Office of the General Counsel Phone: 612-624-3591 Email: delegations@mail.ogc.umn.edu Web: UWide Delegations Library (http://www.fpd.finop.umn.edu/) • Two types of delegations • Approval Authority • Signature Authority • Contracts MUST be approved BEFORE they can be signed by your unit.

20. Take Aways • Always start your process with OES • You MUST have the ESAF approved BEFORE you sign contracts • Include ESAF # when sending contracts for review • OES facilitates OGC / SME involvement • OES MUST approve all External Sales activities • Clear and concise Description of Services make a solid legal document • OGC approval is NOT OES approval • SPA and OES work together • We help you avoid problems and extra ‘hassles’!!

21. Exciting News! SPA and OES are working with Hennepin County’s Purchasing Dept to create a multi-year, large dollar ($15M) Cooperative Master Agreement (CMA) that removes the need for OGC involvement in every project. Should be in place by 1/1/07. A REAL TIME SAVER!!

22. External Sales Training Workshop Thank You!

23. Resources LaCretia Bell – Director of External Sales & Disbursement Services External Sales Questions Greg Miller - gam@umn.edu, 612-624-4837 Natalie Thayer - thaye009@umn.edu, 612-625-2415   Daryl Hexum - hexu0007@umn.edu, 612-625-8760 Credit Card Questions Daryl Hexum - hexu0007@umn.edu, 621-625-8760 Greg Miller - gam@umn.edu, 612-624-4837 DOA Questions delegations@mail.ogc.umn.edu, 612-624-3591 Affiliation Agreements Keith Dunder - dunde001@umn.edu, 612-626-3700 Insurance Questions Cary Jones - jones187@umn.edu, 612-625-0062 Tax Questions Kelly Farmer - kdf@umn.edu, 612-624-1053 Legal Questions Robert Elliott - robertelliott@mail.ogc.umn.edu, 612-624-4100 Publishing Agreements Saundra Martell - marte019@umn.edu, 612-624-4100 Real Estate Questions Ginger DeRosier - derosier@umn.edu, 612-626-2231