USC faculty may perform or oversee service projects under a Service Agreement, in which the services of USC personnel, facilities, or equipment are employed by parties not affiliated with the University. The services are procured by an outside entity for the delivery of specific activities or products with specific desired outcomes. 

The Principal Investigator should be aware that normally the buyer is the sole benefiter of the work being performed and so may attempt to negotiate terms allowing them to own the work product, and/or restriction of dissemination or publication of results.

USC personnel execute the work at the buyer’s direction, even if the work being conducted is based on USC expertise, processes, or models. 

Most service agreements USC participates in are conducted for public benefit, and the scope of work being conducted aligns with the public service and community outreach missions of USC and the organization receiving the service.   

A Service Agreement shall not be used if:

(i) USC is required to conduct significant and novel interpretive analysis on data collected during the work and USC desires to own the results of the analysis.

(ii) USC Personnel must provide investigative scholarly contributions.

(iii) The work is primarily intended to result in new knowledge or intellectual property.

If any of the above conditions are met, the scope of work may not be considered services and would fall under USC policies for conducting sponsored research, training, fellowship, clinical trials or other scholarly activity.

Primary Point of Contact: For preparing, reviewing and advising on the legal terms in services agreements/proposals and executing agreements and amendments.

Office of General Counsel: Vardan Duzdabanyan vduzdaba@usc.edu

Secondary Points of Contact: For assisting with the determination of activity type and questions regarding the Cayuse system.

Department of Contracts and Grants: Katie Rountree Rountree@usc.edu

USC University places a high value on facilitating the transfer of expertise from its research and educational operations to outside entities in ways that benefit the public. For this reason, the University allows Service Agreements for projects that are related to community outreach, education, or services provided for public benefit. With this in mind, USC’s faculty in academic departments, schools, and laboratories may provide services under Service Agreements when all the following criteria are met, along with relevant administrative, compliance, school and departmental review and approval:

➤       A USC faculty member must be identified as the individual responsible for providing or overseeing the services performed, assuming financial responsibility for services provided, and for complying with applicable University policies and processes. 

➤       The resource (the combination of expertise and instrumentation) must be unique or not easily otherwise available to the buyer. The service performed must not put USC in competition with commercial entities that can provide these resources or services.

➤       The service must not interfere with the research, teaching, and clinical activities performed in USC facilities or with the education of USC students.

➤       The work to be performed under the Service Agreement must not conflict with the research, teaching, impact, and public service missions of the university.

➤       Since the activities performed under the Service Agreement fall outside the University’s policies regarding research, trainings and fellowship sponsored agreements, USC’s research policies on publication and intellectual property do not apply. Service agreements are not intended for use if new knowledge or intellectual property will be created. 

➤       Title to inventions resulting under a Service Agreement:

○  The sponsor may attempt to negotiate ownership if the invention is a modification or improvement of the buyer’s intellectual property or materials; and

○  should be assigned to USC if related to techniques, processes, tools, or existing intellectual property belonging to USC.

➤       Service agreements should constitute only an incidental amount of the total activity of a USC resource or lab at any given time, for a period of two years or less. 

➤       In the rare event that human or animal subjects are involved in a Service Agreement, the protocol director must be a faculty member who will be responsible for the direction of the service being provided, in keeping with USC University policy.

Students and postdoctoral trainees should normally not be involved in providing the services.  In the event they are involved they must be clearly informed that they are performing services where the IP would be owned by the sponsor and publication might be restricted.

Services Agreements where the University is receiving funding to provide consulting or other services, including research services, business services, testing (recharge centers); Interpersonal agreements (IPA); work for-hire; training to non-USC students at outside facilities; independent contractor agreements are the purview of the Office of General Counsel (OGC) as set forth in the Responsible Unit for Handling Different Types of Agreements . Below is a table setting forth roles and responsibilities for services agreements followed by a detailed description of the roles and contact information for those departments with primary roles.

The OGC in primarily responsible for preparing, reviewing and advising on the legal terms in services agreements.  OGC acts as the authorized signatory that legally binds the University on an services awards.  OGC will coordinate with the appropriate parties at USC to complete their review of the services agreement. This might include USC Stevens, The Office of Ethics, Culture and Compliance and the Department of Contracts and Grants.  OGC also handles the review of any terms at proposal stage and will be the signatory on any forms/letters that require an authorized signatory. OGC should also be the PI/Dept/School point of contact for advice on interpretation/application of legal terms.

OGC Point of Contact: Vardan Duzdabanyan vduzdaba@usc.edu

The department and School assist the PI with completing and submitting the proposal directly to the sponsor (with the exception of grants.gov proposals which are submitted by DCG). They work with the central units to ensure the activity type is correctly identified and get appropriate approvals and signatures. Upon receipt of a services agreement the department research admins and/or the PI’s school are responsible for:

➤       Routing Cayuse SP if the agreement has government funding (Federal, State, County, City).

➤       Reviewing the agreement to ensure that they are able to comply with the administrative and business requirements of the award.

➤       Communicate any revisions to or questions concerning the terms the terms to OGC (4) Direct the agreement to OGC for review and signature.

➤       Work with OGC and sponsor to finalize the agreement and receive the fully executed award.

➤       Direct the fully executed agreement to either SPA or DCG (depending on the type of funding) for set up (SPA receives non-government funded services agreements, DCG received government funded services agreements).

Assist PI with managing the administration of the services agreement and coordinating with other central units as necessary.

DCG assists with determining that the activity type has been correctly identified (e.g. is the scope of work research, training, fellowship, clinical trial, other or services). In the event the PI, Dept or School is unsure about activity type they should reach out to the below DCG point of contact and provide a description of the scope of work that USC will be performing including any deliverables expected to be delivered to DCG for review. DCG will also handle the submission of services proposal that require submission through grants.gov system. All other proposals will be submitted directly by the PI/Dept. Upon receipt of fully executed government funded services agreements/amendment and reference the completed Cayuse SP Project Number DCG will set up these awards in Cayuse.

DCG Point of Contact: Katie Rountree Rountree@usc.edu

SPA is responsible for invoicing and financial reporting on services agreements and the set up of services agreements in the Workday financial system.  Non-government services agreements should be sent directly to SPA for set up in the Workday system.