FAQs

Once you know you want to have a contract drafted or reviewed, please submit a PEER request so the matter may be assigned and processing may begin. You must have either the draft contract or information sufficient to draft the contract in order to submit. PEER will guide you regarding required documents, depending on the type of agreement you are submitting.

Only certain designated individuals are authorized to sign contracts on behalf of VUMC. Unless your name appears on the official list of authorized signatories for VUMC, or you have a letter from someone who is listed which authorizes you to sign on their behalf, then you will need to work with OCM to have your agreement properly reviewed and signed. If your contract is for research, education, or medical/scientific professional services, OCM is likely the correct home for your contract. If you have any questions about which office should handle your agreement, please call our office at 322-2281 and we will help you find the right home for your particular agreement.

PEER requires the following when a new matter is accepted: Contract or Agreement (an editable Word document is best), Contact Name, Telephone, and Email address for Sponsor, Protocol or other Scope of Work Document (unless not applicable), and Budget (this can be a draft, if necessary). To avoid incorrect processing or delays later on in the process, incomplete submissions will be returned for completion. Upon assignment to a Contract Analyst, the PI and departmental contact will receive email confirmation. For more information, visit our "How to Submit" page.

OCM handles a wide range of research and non-research contracts for the Medical Center. Requests OCM can accept include:  Clinical Trial Agreements, industry-sponsored bench research agreements, lab services agreements, incoming and outgoing medical and professional service agreements, incoming and outgoing subcontracts for NIH and other federal grants foundation agreements, State of Tennessee and Metro Nashville agreements, and other governmental contracts. OCM does not accept the following contract types:  commodity procurement, real-estate lease agreements, material transfer agreements, intellectual property licensing agreements, or consulting agreements. If you have questions, please contact OCM. Sometimes the title is not indicative of the true nature of the agreement.

An internal budget contains internal business information that Vanderbilt considers to be confidential. Because we may not want to release that information to our subcontractors, we need a budget specific to each subcontract.

The PI and departmental contact will be notified when the contract is assigned to a Contract Analyst (CA) for review. Thereafter, the CA will, generally, copy the PI and departmental contact on all email correspondence with the other party. The CA may also email the department contacts and PIs with questions during the negotiations if there are administrative or technical issues which need to be reviewed and addressed. Once your contract is signed, the departmental contact and PI will receive a PDF of the fully executed agreement. In addition, our office is always happy to answer questions about the status of a contract at any time. You may also log into PEER to find the general status of a contract negotiation under "My Assigned Contracts."

Our major objective is to process all contracts as expediently as possible while protecting the integrity and credibility of the institution, faculty and staff, and the welfare of research participants. The answer to this question also varies according to the specific agreement and the timeliness of the contracting party's responses. The negotiation process is occasionally delayed due to the essential contract review of certain VUMC areas (e.g. legal, technology transfer, financial compliance). On occasion, lengthy negotiation of problematic contractual terms occur (e.g. publication, intellectual property, confidentiality, adverse events, indemnification, etc.).

Most contracts will only be reviewed by OCM personnel, but sometimes parties contracting with VUMC insist on contract provisions that are unusual or otherwise fall outside the scope of the policies of this office. In those cases, OCM calls on the expertise of the Office of Legal Affairs, Office of Risk Management, Center for Technology Transfer & Commercialization, or Department of Finance, depending on the specific issue. OCM often checks with the departmental contact or PI to determine if certain contract provisions will create too great an administrative burden for the department.

Contracts are legally binding documents, and as a signatory, VUMC is bound by the terms of an agreement, no matter how unfavorable those terms are. Contract review ensures that exposure to risk is minimized, that terms governing the ownership of inventions and information are not detrimental to VUMC, and that VUMC stays in compliance with applicable laws and policies. Unfavorable invention terms can restrict a PI’s future research for decades. OCM contract review ensures that legally binding terms are fair and adequate to protect VUMC, our researchers, and their interests. Only individuals so designated have the ability to bind the institution.

If OCM is unable to negotiate language changes, we will seek a final business decision as to whether the risk is acceptable. The final decision-maker varies based on the type of the contract and where you fall within the hospital organization. OCM has a scheduled weekly meeting with the Executive Vice President for Research where such matters are discussed and a business decision is made.

The answer depends entirely on the parent funding mechanism. If the funding allows a multi-year contract, we will definitely draft a subcontract for the entire time period. Typically, though, federal research grants are issued in 1 year increments. Even though the project may be “approved” for multiple years, each year’s funding is subject to a review process and may possibly be changed if the agency’s funding changes. The Notice of Grant Award (NoGA) issued by the funding agency only obligates the government to pay for the budget period on that specific NoGA. Because the NoGA only obligates the funding for a limited time and not the entire project period, VUMC can only be obligated to our subcontractors for the limited period on the NoGA. Many non-profit institutions also receive substantial funding from the federal government and follow similar plans based on annual awards.

Yes, most institutions have similar requirements both for internal compliance documents and with respect to contract review. Many of the requirements OCM places on contracts are rooted in federal regulations.

No, not without a contract. The contract is the document that guarantees you will receive payment for the service you are providing. Likewise, if VUMC is receiving a service for which we are making payment, the contract dictates the terms under which services can be halted or extended, and protects VUMC from a no-notice shutoff of what might be a critical service.

Since the regulatory and legal frameworks of healthcare are constantly evolving, we continually revisit our policies and procedures to ensure that they adequately protect VUMC, our faculty, researchers, employees, and patients against potential liability. In doing so, our office often receives input from other offices, all of whom work with us to ensure that our contracting relationships are appropriate and up to date.