Subcontract Example

                                                               Attachment B

                                                            SUBCONTRACT NO.

                      COST REIMBURSEMENT SUBCONTRACT
                                  BETWEEN
                        THE RECTOR AND VISITORS OF
                        THE UNIVERSITY OF VIRGINIA
                                    AND
                    ___________________________________

                    ___________________________________


THIS SUBCONTRACT, entered into this ________ day of _______, 19____

by and between the RECTOR AND VISITORS OF THE UNIVERSITY OF

VIRGINIA, hereinafter referred to as VIRGINIA, and

_______________________________________,hereinafter referred to as

the SUBCONTRACTOR, is for the purpose as hereinafter set forth.


WHEREAS, VIRGINIA is the recipient of Grant/Contract

No.________________________from__________________________________

__________________________________, for support of a project

entitled __________________________________________________

_______________________________________________________________ and


WHEREAS, said Grant/Contract approves collaborative effort by

VIRGINIA and the SUBCONTRACTOR and the SUBCONTRACTOR has agreed to

use its personnel, facilities, and best efforts in the performance

of the work requirements.
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THEREFORE,  the parties mutually agree as follows:

ARTICLE I. STATEMENT OF WORK

The SUBCONTRACTOR shall provide the necessary personnel, facilities, data and 

materials to perform the services specified in the attached Statement of Work, marked 

Exhibit A, which by this reference is incorporated herein.

ARTICLE II. SCHEDULE FOR DELIVERABLE ITEMS OR REPORTS OR BOTH

In connection with, and as part of the work to be performed the SUBCONTRACTOR 

shall submit reports as specified in the Statement of Work attached hereto and as 

otherwise required by VIRGINIA under the terms of the Master Grant/Contract.

ARTICLE III. PERIOD OF PERFORMANCE

Performance of this Subcontract shall begin on ________________________ and 

shall not extend beyond the estimated completion date of, __________________, 

unless further extended by amendment of the Subcontract.

ARTICLE IV. ESTIMATED COST AND PAYMENT

1.  The total cost of this Subcontract shall not exceed _________________ on a cost 

reimbursement basis.  Reimbursement shall be in accordance with the approved 

line item budget attached as Exhibit B and incorporated herein by reference.

2.  Expenditures for domestic travel to general scientific meetings shall not be 

allowable as a direct charge to this Subcontract without the prior written approval 

of VIRGINIA. 

3.  Expenditures for foreign travel are unallowable without the prior written approval 

of VIRGINIA.

4.  Expenditures for nonexpendable equipment shall not be allowable as a direct 

charge to this Subcontract without the prior approval of VIRGINIA.

5.  Substantial deviations from the approved budget require prior approval of 

VIRGINIA.

6.  The indirect cost budgeted represents the maximum amount reimbursable 

under this Subcontract without prior approval of VIRGINIA

and__________________________________________.

7.  The SUBCONTRACTOR shall submit itemized invoices to VIRGINIA 

not more frequently than monthly.  Said invoices must represent actual cost 

incurred and be certified by an appropriate institutional official.  Invoices should 

be submitted to:  Director, Office of Sponsored Programs, University of Virginia, 

P. O. Box 9003, Charlottesville, Virginia 22906. 

Account No. ______________ is to be referenced.

ARTICLE V. SPECIAL PROVISIONS

1. The SUBCONTRACTOR agrees to maintain books, records and documents

and other evidence pertaining to all costs and expenses incurred and revenues

acquired under this Subcontract to the extent and in such detail as will properly

reflect all costs and expenses of whatever nature for which reimbursement is

claimed. The books of account and other records which are applicable shall at

all times be available for inspection, review and audit by VIRGINIA to determine

proper application and use of all funds paid to or for the account of benefits of the

SUBCONTRACTOR.

2. This Subcontract may be assigned in whole or in part without the prior consent

of VIRGINIA.

3. Title to equipment purchased by the SUBCONTRACTOR pursuant to the

terms of this contract shall remain with VIRGINIA, and equipment shall be returned

to VIRGINIA upon the termination of this agreement, unless other disposition is

mutually agreed upon and permitted under terms of the Master Grant/Contract.

4. SUBCONTRACTOR hereby agrees to indemnify and hold harmless VIRGINIA

from any and all claims or liability that may arise out of or on account of any failure

on the part of SUBCONTRACTOR to perform any service or duty as herein agreed.

5. SUBCONTRACTOR assumes sole responsibility for reimbursement to the granting

or funding agency of a sum of money equivalent to the amount of any expenditures

disallowed should the granting or funding agency or an authorized agency rule through

audit exception or some other appropriate means, that expenditures from funds allocated

to the SUBCONTRACTOR for direct and/or indirect costs were not made in compliance

with the regulations of the granting or funding agency or the provisions of this Subcontract.

ARTICLE VI. PROJECT DIRECTOR (VIRGINIA)

The Project Director representing VIRGINIA for the purpose of technical 

direction of  contract performance shall be ___________________.

ARTICLE VII. PROJECT DIRECTOR (SUBCONTRACTOR)

The Project Director representing the SUBCONTRACTOR for the purpose 

of technical direction in accordance with Article I, shall be____________________.  

A change in the designated project director shall require the prior approval of 

VIRGINIA.

ARTICLE VIII. TERMINATION

Should any session of the Virginia General Assembly fail to appropriate funds 

for the continuation of this Subcontract or the Federal Government fail to allocate 

sufficient funds for the purpose of continuation of this Subcontract, the Agreement 

shall terminate automatically upon depletion of the then currently appropriated 

or allocated funds.  Both parties to the Subcontract shall have the right to terminate 

by giving thirty days written notice of intent to terminate.

ARTICLE IX. INCORPORATION OF APPLICABLE PROVISIONS OF THE MASTER GRANT


All applicable provisions of the Master Grant/Contract between VIRGINIA and 

______________________________________________________ under 

Grant/Contract No._______________ shall be binding upon the 

SUBCONTRACTOR and the  SUBCONTRACTOR agrees to comply with same.

     A.   Civil Rights Assurance

          The SUBCONTRACTOR shall comply with Titel VI of the Civil

          Rights Act of 1964 and executive order 11246 and shall have on

          file a valid Assurance of Compliance.

     B.   Protection of Human Subjects

          The SUBCONTRACTOR agrees to comply with the provisions of the

          code of Federal Regulations, 45 CFR Part 46, Subpart A.  "Protection of

          Human Subjects" and specifically Section 46-107, "Special Assurances"

          and have on file a valid Assurance of Compliance.  Procedures must be

          established to assure continued monitoring and compliance with these

          requirements.

     C.   Care and Treatment of Laboratory Animals

          The SUBCONTRACTOR agrees to comply with applicable portions
          
          of the Animal Welfare Act (P. L. 89-544) as amended by P. L. 91-579

          (Title 9CFR, Parts 1, 2 and 3).

ARTICLE X. FAIR EMPLOYMENT CONTRACTING ACT

During the performance of this Subcontract, the SUBCONTRACTOR agrees 

as follows: The SUBCONTRACTOR will not discriminate against any employee 

or applicant for employment because of race, religion, color, sex, age or national 

origin, in accordance with State and Federal Laws, Rules and Regulations.

ARTICLE XI. PATENTS RIGHTS CLAUSE

The SUBCONTRACTOR hereby agrees to report fully and promptly to 

VIRGINIA any invention conceived or first actually reduced to practice in 

performance of this Agreement (hereinafter referred to as "such invention(s)".  

Patent Rights shall be determined in accordance with the policies 

of_______________________________________________

as set forth in the Master Grant/Contract and Provisions of P. L. 96.517.

In addition, the SUBCONTRACTOR agrees to furnish the following materials, 

disclosures and reports:

A.  Upon request, such duly executed instruments and such other pages

are deemed necessary to vest in VIRGINIA or its designee the rights

granted under this clause and to enable VIRGINIA or its designee to apply 

for and prosecute any patent application, in any country, covering such invention.

B.  Interim reports on the first anniversary of this Subcontract where extended

or renewed and every year thereafter listing all such inventions made during

the period whether or not previously reported or certifying that no inventions

were conceived or first actually reduced to practice during the applicable

period.

C.  Prior to final settlement of this Subcontract, a final report listing all 

such inventions, including all those previously listed in interim reports, or

certifying that no inventions were conceived or first actually reduced

to practice under the Subcontract.

ARTICLE XII. PUBLICATIONS

The SUBCONTRACTOR is encouraged to make the results and 

accomplishments of its activities available to the public.  Prior

program approval is not required for publishing the results of an

activity under this Subcontract.  However, an acknowledgement of

support must be made through the use of the following or comparable

footnote:

     "The project was supported by Grant/Contract 

     No.___________________, awarded by the

     __________________________________."

The SUBCONTRACTOR shall provide VIRGINIA with a copy of each

article submitted for publication.  Agreement between the project

directors will determine timing.

ARTICLE XIII. COMPLIANCE

The SUBCONTRACTOR certifies that it is in compliance with the

provisions of OMB Circular A-110.  Should the SUBCONTRACTOR be

deemed not to be in compliance with these provisions by independent

audit and not eligible for the receipt of federal funds, the

SUBCONTRACTOR will immediately notify VIRGINIA in writing regarding

its non-eligibility for federal funds.  SUBCONTRACTOR further

agrees that their OMB Circular A-110 Compliance Reports will be

furnished annually until this Subcontract terminates.

ARTICLE XIV. ENTIRE AGREEMENT

This Subcontract constitutes the entire agreement between VIRGINIA

and the SUBCONTRACTOR with respect to the subject matter hereof.

No waiver, modification or amendment of any of the terms or

conditions hereof shall be effective unless set forth in writing

and duly signed by VIRGINIA and the SUBCONTRACTOR.








IN WITNESS THEREOF, the parties have executed this agreement by

their duly authorized officers on the date first herein set out:


                    _________________________________
                    Principal Investigator

                    _________________________________
                    Date

                    THE RECTOR AND VISITORS OF 
                    THE UNIVERSITY OF VIRGINIA

                    By_______________________________

                    _________________________________
                    Date


                    __________________________________
                    Program Director, SUBCONTRACTOR

                    __________________________________
                    Date

                    __________________________________
                    Administrative Official
                    to Bind the SUBCONTRACTOR

                    __________________________________
                    Date