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Unlocked Word Version of the Agreement

All industry agreements (including applicable exhibits, attachments, appendices, etc.) provided to UAB must be in the form of an unlocked and editable Microsoft Word document. Because UAB has multiple levels of internal review that may include privileged communications that are not shared with external parties, UAB will not participate in contract negotiations if a template is provided in a locked or otherwise uneditable format.

Please be assured that UAB: (1) will not make edits without both parties being made aware of any such changes; (2) will track all edits in “track changes” mode; and (3) will provide a redlined copy reflective of any and all changes made. UAB’s integrity is of the utmost importance in all contractual negotiations.

Study Start-Up Fees

Study start-up fees are non-refundable and due upon (1) full execution of the agreement and (2) confirmation of IRB and/or other regulatory approval(s) (as applicable). Site initiation may not be a trigger for payment of start-up fees because doing so places UAB at risk of not recovering its start-up expenses in the event a sponsor decides not to initiate UAB as a site. Without site initiation, a sponsor would have no obligation to pay start-up costs incurred by UAB, which would equate to UAB subsidizing a sponsor’s research as most start-up activities have occurred before the site initiation. As a non-profit public entity of the State of Alabama, UAB is prohibited from subsidizing a for-profit entity’s research.

Existence of an Agreement Cannot Be Confidential

While UAB can agree to keep certain terms and conditions of an agreement confidential, UAB cannot accept contract language that requires the existence of an agreement to remain confidential. As a non-profit public entity, UAB is subject to the State of Alabama’s Public Records Laws and could be required to disclose certain information relating to the agreement, such as the existence of the agreement, the sponsor’s name, the investigator’s name, the total funding amount received, the title of project, and the project period. UAB’s position is that confidential information owned by a third party is protected from disclosure pursuant to public policy exemptions, and UAB will use its best efforts to protect a sponsor’s confidential information from disclosure as appropriate under the law.

Prime Agreement as an Exhibit to an Incoming Subcontract

UAB cannot accept an incoming industry subcontract where the prime agreement between the sponsor-institution and funding source is included as an exhibit and/or attachment to, is referenced in, or is otherwise incorporated into the subcontract. UAB is not a party to the prime and, as such, will not accept responsibility for reviewing the terms of the prime in order to determine whether a provision is applicable to UAB’s conduct in the relevant study. Instead, UAB requires that any terms or conditions from the prime that are specifically applicable to UAB’s conduct of the study be included in the body of the subcontract provided by the sponsor-institution and that any language not applicable to UAB be removed from the subcontract agreement between UAB and the originating institution.