University of Minnesota Office of External Sales

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University of MinnesotaOffice of External Sales

• External Sales ProcessGrants Management User
  Network
• October 13, 2006

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External Sales Mission

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

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Overview

• Welcome
• Staff
• LaCretia Bell Director of External Sales
  Disbursement Services
• Greg Miller gam_at_umn.edu [phone]
• Natalie Thayer thaye009_at_umn.edu [phone]
• Daryl Hexum hexu0007_at_umn.edu [phone]
• Office of External Sales (OES) Process
• ESAF Contracts
• Q A

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External Sales Action Form(ESAF)

• Used for gaining approval
• to engage in specific activity
• UWide Forms Library
• http//www.fpd.finop.umn.edu/

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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.

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ESAF Process

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

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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

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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

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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

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

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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 Companys
• 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

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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

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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

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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

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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

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Process for Non-U of M Contracts

• Identical to the process for
• U of M Contracts EXCEPT
• OGC review is
• ALWAYS required.

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DO NOT - DO NOT - DO NOT

• DO NOT sign contractsDO NOT begin work
• Before you have received the approval letter from
  OES

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Delegations of Authority - DOA

• Office of the General Counsel
• Phone [phone]
• Email delegations_at_mail.ogc.umn.edu
• Web UWide Delegations Library (http//www.fpd.fin
  op.umn.edu/)
• Two types of delegations
• Approval Authority
• Signature Authority
• Contracts MUST be approved BEFORE they can be
  signed by your unit.

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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!!

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Exciting News!

• SPA and OES are working with Hennepin
  Countys 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!!

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External Sales Training Workshop
Thank You!
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Resources

• LaCretia Bell Director of External Sales
  Disbursement Services
• External Sales Questions Greg Miller -
  gam_at_umn.edu, 612-624-4837
• Natalie Thayer -
  thaye009_at_umn.edu, 612-625-2415
•   Daryl Hexum - hexu0007_at_umn.edu, 612-625-8760
• Credit Card Questions Daryl Hexum -
  hexu0007_at_umn.edu, 621-625-8760
• Greg Miller -
  gam_at_umn.edu, 612-624-4837
• DOA Questions delegations_at_mail.ogc.umn.edu,
  612-624-3591
• Affiliation Agreements Keith Dunder -
  dunde001_at_umn.edu, 612-626-3700
• Insurance Questions Cary Jones -
  jones187_at_umn.edu, 612-625-0062
• Tax Questions Kelly Farmer - kdf_at_umn.edu,
  612-624-1053
• Legal Questions Robert Elliott -
  robertelliott_at_mail.ogc.umn.edu, 612-624-4100
• Publishing Agreements Saundra Martell -
  marte019_at_umn.edu, 612-624-4100
• Real Estate Questions Ginger DeRosier -
  derosier_at_umn.edu, 612-626-2231