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CoE service agreement guide

This guide defines service agreements and provides guidelines for creating an agreement, structuring your fees, submitting your service agreement for review, and getting your agreement signed by the appropriate parties.

About service agreements

A service agreement is typically used when the UW will provide services such as scientific testing, training, program evaluation, curation services, hosting conferences or visitors, performing arts, consultant, field testing, presentations, non-clinical consultation, technical assistance, and other non-sponsored activities, or academic services to a third party.

Indicators that your agreement should be service agreement:

  • The primary benefit is the customer; activity is ancillary to the project - UW not responsible for program objectives or overall program progress.
  • Billing is typically based on fee schedule, pricing list, per diem, per unit; cost is expressed in an hourly or per unit basis; includes a request for bid or quote.
  • When federal, the government intends to own all rights to data.
  • Agency refers to “vendor” and not a “contractor,” “awardee,” or “grantee.”
  • Activity is not carried out with intent to disseminate knowledge/publication. 

You may engage in the direct sale of services to individuals, groups, or external agencies for fees only when those services are directly and substantially related to the educational mission of the University.  You may not engage in any sales activities solely for the purpose of raising revenue to support an educational or research activity if the services sold are not directly and substantially related to the educational or research activity.

Service agreement process overview

To be legally binding, an agreement with the UW must be reviewed and signed by an official authorized signatory. Agreements that have not been appropriately signed, may not be recognized or honored by UW, and may not provide legal protection to the faculty and staff involved in the work.

Service agreements are typically drafted by the service provider and must be reviewed by CoE and the Attorney General’s Office, and signed by the dean or the dean’s delegate, as well as the customer. Please allow as much time as possible for this review and approval process, which can take 4 weeks or more, depending on revisions and attorney availability. Please note that some procurement offices require their vendors to register or complete preliminary paperwork before they will consider reviewing or signing an agreement, so service providers are encouraged to consult with their clients about what is required very early in the process. See the service agreement process in detail.

Consult the page below for guidance on creating a statement of work, budget, and gathering the information required for the request. 

When you have prepared the requisite materials, submit your request for a service agreement using the Agreement Request form. Questions? Contact Engr-Research@uw.edu.

Contents

Important caveats

Templates & files

Preparation process

Overview of the Service Agreement creation, review, and approval process

Important caveats

  • Service agreements should not be used to support activities intended to generate new science or intellectual property.
  • The UW cannot guarantee the protection of trade secrets.  If a customer needs explicit lifetime protection of trade secrets or other IP that can only be guaranteed by an individual, a consulting contract would be more appropriate.  (See outside work in section 1.)
  • If work is being completed outside the US or the Department of Defense is involved in the work, there may be additional concerns or regulations related export control to take into account. This will additional review and approval from the UW OSP Export Control experts. Learn more about Export Controls at the UW. 
  • Section 117 of the Higher Education Act of 1965 specifies that US universities that receive anything of value from a foreign entity must be reported to the Department of Education. This includes gifts, contracts, and in-kind contributions of money or property. The CoE Dean’s Office reports this information to the Office of Research on behalf of the college on a quarterly basis. Please contact coeresearch@uw.edu to learn more.
  • If the agreement specifies mutual use of brands or will reference a UW brand, be sure that the use falls within the allowed uses by non-university entities or is approved by the UW Trademarks and Licensing Office (UWTLO). Learn more about the policies and procedures related to UW marks.
  • Any work that requires sharing of personal data outside the UW requires careful assessment to ensure the use of the data is consistent with the purpose for which the data are collected and that proper agreements are in place for managing the data-sharing relationship.  Learn more about UW Data Processing Agreements and consult the relevant policies related to FERPA and HIPPA.
    • Protected student information: If student employees will be adding personal information to external systems you also need to meet data handling and use requirements related to FERPA.
    • Protected health information:  If you will be using protected health information you also need to meet data handling and use requirements and other regulations related more about HIPPA.

Consult the College of Engineering Agreements Guide for more information about the other types of agreements used to support UW research, consulting, and scholarly activities, to ensure that a service agreement is the most appropriate agreement for needs.

Templates & Files

Preparation process

1. Gather information

To get started, identify the individuals who will contribute effort:

  • Primary Service Provider – The faculty or staff member who will be providing the service or coordinating the provision of services. This individual may also interface with the customer regarding the RFP and help draft or revise the Statement of Work.
     
  • Fiscal Contact – the individual (typically a fiscal staff) who will submit the agreement request form to CoE on behalf of the service provider, create/identify a revenue budget, coordinate procurement and payment with the Shared Environment, interact with the CoE Agreements Manager, and verify when the work is complete. This individual may also interface with the customer regarding the RFP and help draft or revise the Statement of Work. 

    *If your unit or department does not have an appropriate fiscal staff member or sufficient bandwidth or expertise to serve in this role, or you would prefer help, CoE can provide this service for a fee of 2.5% (see Structuring Your Fees, below).
     
  • Other Service Providers – Faculty, staff, or external contractors who will help provide services.

Determine whether you will need any of the following:

  • Payments to internal service providers via additional compensation or allocation of FTE
  • Payments to external service providers via sub-contract
  • Means of accepting registrations or payments from individuals (e.g., credit card payments)
  • Supplies and materials
  • Special IP protections

Initiate conversation with your client to learn more about what is required to initiate and complete the work, e.g., 

  • their organization's procurement process, and any actions that may be required on your part to register, get added as vendor, get system access, etc. Some procurement offices require their vendors to register or complete preliminary paperwork before they will consider reviewing or signing an agreement, so service providers are encouraged to consult with their clients about what is required very early in the process.
  • any flowdown terms or special requirements to the deliver the work. Federal contractors contractors may, for example, require certifications, background checks, credentials, special protections, particular systems or software, incident responses, or disclosures/notifications, prohibit certain purchases or subcontracts, and/or necessitate understanding of particular laws, federal requirements, etc.

2. Prepare a budget

General guidance for structuring your fees and creating a budget is provided below. You may also wish to consult the Service Agreement Rate template for guidance on the typical expenses included in a rate calculation, including direct costs, fees, and overhead costs. 

  • The project must recover all costs for providing the service, including
    • Cost of supplies and materials
    • Cost of service provider, fiscal support, and/or other administrative support (by charging a portion of each faculty or staff member’s effort; 5% of the budget or .05 FTE for the duration of the program for fiscal support is suggested. Note: If CoE Is providing this fiscal support add 2.5% of the total cost (prior to CoE administrative overhead, institutional overhead, and tax).
    • Cost of CoE admin overhead (required 5% administrative overhead on budgets starting FY24)
    • UW institutional overhead
    • Taxes (if applicable; see UW Tax Office: Selling Service), after overhead.
    • Any other costs related to providing the goods and services (e.g. credit card fees, administrative processing, etc.)
  • Postdocs should not be working on service contracts, as the work is not generally considered research.
  • The cost of the service must not be less than a typical market rate for that service. We cannot compete with local or other businesses. See APS 59.5 Goods and Services: Criteria for Sales to the External Community.

3. Prepare the Statement of Work

The following information is generally required for most agreements.  We strongly suggest that you start with the agreement template to expedite processing.

    Terms of service 
  • Contacts & signature 
  • Statement of work
    • Fees
    • Deliverables
    • Start and end dates
    • Location of the project
    • Intellectual property

4. Complete the agreement request form  

The following fields of the Agreement Request Form are required:

  1. Request Information
     
    • Type of Request:
      • Service agreement (subject to 5% CoE overhead charge starting in FY24)
      • Service agreement + Fiscal Support  (subject to 5% CoE overhead charge starting in FY24 + 2.5% fiscal services fee)
    • Unit: CoE Department or Administrative Unit Name
    • Description: Provide company name to help identify the request 
    • Details: Check the following boxes, if statements are applicable:
      •  
  2. Customer Information
    • Customer Organization: Name, identification if a government entity
    • Contacts: Customer Primary Contact, Customer Secondary Contact (optional) and Customer Authorized Signatory
       
  3. Budget Information
    • Revenue budget to be used. Be sure that your budget has been approved to accept revenue. If you have selected fiscal services support, they can approve the use of a CoE budget or set up a revenue budget for you, depending on the size and type of your contract.
       
  4. Rate & Cost Justification
     
    • Description: Brief description of the work to be completed.
    • Market analysis: Provide description of the process used to evaluate the marketplace when determining the price to external customers and pricing. If it is a common service, provide at least two competitor price points. This justification should be kept on file to demonstrate your diligence to ensure that you are covering the full cost of the goods or services you are providing, including overhead, and not undercutting the market rate.  (See APS 59.5 Goods and Services: Criteria for Sales to the External Community.) Examples may include a link to a web site, a quote, or a proposal containing the consulting rate for a professional or lab completing similar services. Finding a comparable for specialized work may be difficult, but do your best to demonstrate your due diligence to find similar services and surveying the local market.
       
  5. Requester Information
     
    • Requester: Indicate which PI or researcher is requesting the service agreement.
    • Delegate: If the individual completing the request is not the requesting PI or researcher, select "Delegate (I am completing this form on behalf of someone else" and provide your contact information.
    • Other Emails: Provide emails of any other individuals whom you would like to be copied on the submission. 
       
  6. Attachments, Verification, and Submission
    • CoE Service Agreement Unit Approval Form: Attach a completed Service Agreement Unit Approval template signed by the department chair or, for Collaboration Core Institutes, director. If required, the Vice Dean's signature will be added at the time of approval (units do not need to procure the Vice Dean's approval prior to submission). OR submit the approval request online to route for signatures via Docusign and then indicate the date you have routed this form in the notes when you submit.
    • Service Agreement Rate Proposal: Provide a summary of the costs that you used to determine the fee structure in your Statement of Work, prepared using the Service Agreement Rate template or other similar budgeting tool.
    • Statement of Work. Attach a Statement of Work, prepared using the SOW template or other similar document.
    • Verification: Confirmation that Primary Service Provider/PI has:
      • has verified that services being sold are substantially related to the mission of the university and revenue will be used to support activities that are directly and substantially related to the educational or research activity.
      • has reviewed the College of Engineering Agreements Guide and determined that this is the most appropriate agreement for this work.Unlike sponsored research, this should include administrative effort for invoicing, reconciliation, and expense monitoring. 
      • has the appropriate campus facilities to complete the work.
      • has ensured any fees will recover all costs and overhead in conjunction with providing the service(s) and will not undercut market cost
      • has confirmed any personnel involved with the provision of services or receiving goods do not have any conflicts of interest
      • has discussed with their department chair or unit head and developed a plan for how the department or unit will handle the situation if a payment cannot be recovered or if there is dispute with the entity buying the service(s).   
      • understands that Legal review by the UW Attorney General (AG) is often required and that this can take several weeks depending the AG’s availability and caseload. The Senior Vice President for Finance and Facilities must approve any proposed sales to other governmental agencies. Requests must be submitted in a timely manner as the CoE is not in a position to influence this timeline.
    • Click "Submit" to submit the request CoE Research for Review. 

Overview of the Service Agreement creation, review, and approval process

Create and submit a Statement of Work

  1. Primary Service Provider drafts a Statement of Work (template) in response to RFP or known needs.
     
  2. Primary Service Provider or Fiscal Contact in unit initiates process using the Agreement Request Form.  Fiscal Contact in the unit or in CoE (if CoE is providing fiscal services) works with Primary Service Provider to determine rate to be charged and plan for handling revenue.

Create and review agreement

  1. CoE Agreements Manager creates agreement and reviews with the Attorney General (as well as the VP for Global Affairs or Senior Vice President for Finance and Facilities if relevant).
     
  2. CoE Agreements Manager returns agreement to submitter for further review by department and customer. If needed, Fiscal Contact iterates with Customer/Primary Service Provider and Agreements Manager as needed to finalize the agreement.

Sign and distribute agreement

  1. CoE Agreements Manager routes the agreement for relevant signatures. 

  2. All signatories and contacts provided in the Agreement Request Form will receive copies.   

Invoice and receive payment

  1. Fiscal Contact confirms invoice and billing info with the Service Provider and then the Customer.
     
  2. CoE Shared Environment completes the invoice, oversees receipt of payment, and arranges transfer of overhead and fiscal support fee.

When you have prepared the requisite materials, submit your request for a service agreement using the Agreement Request form. Questions? Contact Engr-Research@uw.edu.