**This ARSO section is used for both Self-Service and Full-Service External Process**
Penn State cannot accept Purchase Orders or other agreements in lieu of an ARSO. Penn State cannot agree to another organization’s Code of Conduct or other additional terms and conditions. If your organization cannot agree to the terms and conditions of the ARSO, please be aware this may significantly delay the onset of your services.
The ARSO is the standard usage agreement required by Penn State for all external customers. It outlines the Total Estimated Cost (TEC)* and Performance Period (PP)** of your project, and is brief but comprehensive, covering all necessary legal elements.
*Total Estimated Cost (TEC) - For budgetary purposes; the TEC is a not-to-exceed amount that will be treated similar to a line of credit where incurred charges reduce the TEC until it reaches zero, at which point an ARSO Amendment will be required to increase the TEC ceiling. All work will stop when the TEC has been reached and will not resume until an increase is processed via Amendment.
**Performance Period (PP) - The date range in which the Description of Services will take place. The PP should be long enough to encompass all of the activities outlined. All work will stop upon reaching the end date and will not resume until an extension is processed via Amendment.
PSU prefers the Total Estimated Cost to be no less than $1,000 and the Performance Period to be no less than 3 months in the event of paperwork delays or unexpected scope creep. If you believe you have need for future or ongoing services beyond the immediate request, the TEC and PP can and should be higher/longer, acting similar to a blanket purchase order. You will not be invoiced for nor obligated to pay the full amount of the TEC; instead you will be invoiced on a monthly basis for actual services performed that you have authorized. Your technical contact can recommend a TEC if you need assistance.
My organization cannot agree to the terms and conditions on the ARSO, EUTS, or COVID Addendum.
Literally hundreds of companies, both large and small have signed the ARSO with no modifications. If your organization cannot agree to the Terms and Conditions as listed on Penn State’s standard agreements, please complete the form(s) in entirely, except for signatures, and submit along with any suggested language changes (red-lined or on a separate sheet/in an email, etc.). The internal paperwork process will be submitted to Penn State’s Office of Sponsored Programs (OSP), along with the customer’s legal contact information. A negotiator from OSP will contact your designated POC.
Penn State will only entertain the negotiation process for projects with expected expenditures of $5,000 or more. We have found that companies often want or prefer to make what they believe to be substantive changes to the ARSO language with no real effect on the final outcome. Penn State has made a business decision to not spend more money in negotiations than we can recover for the actual work being done. We are vested in being partners and creating a great experience for you, our customers, but a long negotiation process does not benefit either party.
Key negotiation bottlenecks and why
- Intellectual Property - Industry owns their IP; Penn State User Facilities own any characterization/process improvements, if filed. The User Facilities have NEVER filed for this type of IP.
- Confidentiality – Penn State technicians will not talk about a customer’s project outside of the group of people working on the project. The customer must disclose that something is confidential. Penn State does not need any other language.
- Warranties and Indemnity – results are not guaranteed; all work is performed on a best-effort basis; customer cannot hold Penn State accountable in a court of law; The User facilities perform research and development, not making a product.
- Penn State cannot accept the terms and conditions of a Purchase Order.
- Export control – Penn State cannot accept export control samples without conversations about what the material is and what we technically have to control by federal law.
- Publication Restrictions are not allowable – Penn State receives research tax exemption via the right to publish. Penn State won’t publish corporate results unless the company agrees and approves everything. At the most, Penn State may have interest in novel analysis techniques or to be listed as coauthors on publications.
- Penn State will not agree to another organization’s Code of Conduct. We have our own.
The negotiation process will result in a delay of services and can take anywhere from 2 weeks to 6 months or more. Please plan your research needs appropriately. Most of the time, researchers are coming to us under a timeline; we can typically accommodate the timeline if we don’t negotiate.
Non-Disclosure Agreement (NDA)
My organization requires a Non-Disclose Agreement (NDA)
The ARSO contains NDA language within the Confidentiality clause. 95% of our customers can agree to using this clause in place of a separate NDA agreement. The Confidentiality clause was written specifically for providing “research services” to our customers, rather than the more extensive research collaborations that typically take place between an organization and a research faculty member. Penn State will strongly encourage the use of the ARSO confidentiality clause over creating a separate NDA.
You will be notified when the ARSO agreement has been fully executed and at that point you can proceed.