Material Agreements

All contracts and agreements listed in the equipment contract information plan; and the clause in the equipment contract (or sometimes enterprise contracts or simply contracts) generally includes two separate parts: (1) a definition of the contracts to be disclosed and (2) assurances relating to those disclosed contracts. The definition is either a general declaration with all essential contracts or a list of qualified treaties to be included. In both cases, there may also be a blocking language to exclude certain contracts (for example. B contracts less than a certain amount in dollars). For simple transfers without intellectual property, the NIH recommends a simple matching agreement. For materials that can be patented or for which increased protection is desired, the Uniform Biological Material Transfer Agreement (UBMTA) can be used. Many U.S. educational institutions have signed the UBMTA Masteragrement. [2] AUTM (formerly the Association of University Technology Managers) serves as a repository for UBMTA`s original master`s contracts and keeps the list of signatories.

[3] UBMTA signatories must only sign a letter of execution containing the details of each transfer, since they have already agreed to all the terms of the master contract. The new securities and exchange commission Form 8-K rules, which came into effect on August 23, 2004 (available in, require that an updated report on Form 8-K be submitted within four business days of the entry (or termination) date of a substantial final contract that is not properly concluded. In our securities update entitled “Revised Form 8-K” of April 5, 2004 (available on, you will find a more complete explanation of the full changes required by the new Form 8-Rules K. Given that the deadline for notification of an essential final agreement is now so short, it is important that the competent people in a rapporteur`s company understand in advance what a material contract may be, so that they can notify those responsible for the disclosure. Increased sensitivity within the organization to the security parameters of the contractual essentials will improve a company`s ability to meet new reporting obligations in a timely manner and will help ensure the effectiveness of the company`s controls and disclosure procedures in accordance with Rule 13a-15, as amended by the Securities Exchange Act of 1934. Many potential customers are not used to working with time and hardware contracts, making it difficult to find new business opportunities. Customers generally prefer fixed-price contracts. Time and equipment contracts should be structured so that the contractor is able to charge a sufficient amount of money to cover the fixed costs.

If billing times are reduced, fixed fees must also be reduced at the same rate as billing hours. Section 1.01 of Form 8-K requires disclosure or modification of a substantial final agreement that is not entered into in the ordinary activity of a company in which the company is involved or has an economic interest and which must be made on or after the date of publication. Essential contracts can be entered into by the public company or a subsidiary. Article 1.01 defines an essential final agreement as an agreement providing for obligations applicable to the company or rights enforceable by the company, even if they are subject to conditions. It is important to recognize that the SEC`s concept of “material contract” has not been changed by the new Rules on Form 8-K.