Legal Agreements Workflow, Negotiating Authority and Signing Authority

Last updated: January 2012

This chart explains the offices that review and execute legal agreements relating to Harvard’s teaching and research mission. The purpose of the chart is to inform administrators at schools as to which office they should contact for the review of agreements, and which University offices must sign particular agreements. It is not intended to serve as or describe an approval process for such activities; this document assumes that the project or activity from which the legal agreement emanates has already undergone (or will undergo) appropriate approvals.  The reviewer designation is not exclusive.  The offices listed as reviewers herein work in close collaboration, and any reviewer may ask another to assist in a review.  Similarly, a reviewer may always consult with relevant school officials.  Please note that the names of agreements used in this chart were selected because they are in general use, but that agreements presented to Harvard often have novel or uninformative labels (“MOU,” for example).  In other instances, an agreement may combine concepts (a collaboration that involves data transfer and beta site testing), but its label does not capture the entirety of the transaction.  Administrators should use their best judgment as to which office to send a draft agreement.  Ultimately, which office reviews or executes an agreement will depend on the substance of the transaction and not its label.               

Contract

Review

Signature

 Material Transfer Agreements  (Incoming or Outgoing

OTD

OTD

Visiting Scientist Agreements

 

with industry

 

with non-profits, other governmental and educational organizations

 

 

 

OTD

 

 

 

OTD

OSP

OSP

Visitor Participation Agreements

 

Non-negotiable (form can be found: here) 

Visitor

Data Use Agreements

 (Incoming)

 

OSP and

OGC or OTD

OSP or relevant school official if the agreement involves criminal penalties for breach of confidentiality provisions

Data Use Agreements  (Outgoing)

 

If no IP rights are transferred

 

 

If IP rights are transferred

 

 

 

OSP 

 

 

 

OSP 

OTD

OTD

Research/Collaboration Agreements

 

with industry

 

 

with non-profits or the U.S. government or faculty from other universities

 

 

with foreign governments or quasi foreign gov’t entities

 

 

 

 

 

OTD

 

 

 

 

 

OTD

 

 

OSP

 

 

OSP

OGC

OSP, Provost’s Office and Dean of cognizant school (if any):  all must sign1

Agreements involving the construction, purchase or lease of real property to house research activities off-campus

OGC

Signature authority as determined by Corporation Vote (document available from the Secretary to the Corporation)

Service Agreements entered into by administrative/ service units where Harvard performs the service

Supervisor and OGC

Relevant School or unit official

Consulting Agreements involving faculty where Harvard is expected to be a signatory

Dean and/or relevant School or unit official, OGC and OSP

OTD or OSP2

Confidentiality Agreements or Non-Disclosure (NDA) Agreements involving faculty or research

OTD or OSP

OTD and/or Faculty Member

Services Provided by an approved Core Facility

OGC

School

Gifts/Pledges

RSO

RSO

 Incoming beta use agreements for use by faculty

OTD

OTD

 

1Signing authority for all contracts with foreign sovereign governments is as follows:1. For sponsored research and similar agreements, OSP (for itself and as a decanal designee for sponsored research purposes) and the Provost’s Office; 2. For all other contracts or agreements with foreign sovereign governments; Provost’s Office and dean of cognizant school, if any.Signing authority for all agreements with foreign sovereign governments that do not involve sponsored research and similar agreements is defined by a memorandum from the Provost to all school deans, issued November 16, 2011.

2Please refer to the University policy on Consulting or Related Service Agreements.

Contact information for these offices appears below:

Office of General Counsel: http://www.ogc.harvard.edu/ or 617-495-1280

Office for Sponsored Programs: http://vpf-web.harvard.edu/osp/ or 617-495-5501

Office of Technology Development: http://otd.harvard.edu/ or 617-495-3067