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What is a contract?

A contract is an agreement between two or more parties (such as the University) in which there is a promise to do something in return for a valuable benefit. Legally speaking, documents entitled “Memorandums of Understanding”, “Letter of Promise”, or even “Gifts” or “Grants” can be considered contracts, depending on the circumstances.

Why does OPSCA require so many changes to a contract?

OPSCA is charged with ensuring that all contracts serve the School of Medicine’s missions of patient care, education, and research while minimizing risk to the University. To that end, OPSCA will review all contracts to make sure that no language is prohibited by law or imposes inappropriate liability or risk issues to the University.

How do I know if my contract is supposed to be submitted to OPSCA or to another university unit (like the Office of Sponsored Research) that reviews contracts?

In certain cases, it’s not always clear which administrative unit holds responsibility for review and execution of specific agreements. Recognizing this, OPSCA often collaborates with other units on campus to ensure that each contract is administered by the appropriate unit. If you have a question about whether a proposed contract should be reviewed by OPSCA or another unit, contact OPSCA for an advisory opinion.

Can my department chair sign a contract on behalf of the University?

No. All contracts should be signed in accordance with the University Policy on Signing Contracts. Only authorized individuals may sign contracts (including Business Associate Agreements, or BAAs). Signing a contract on behalf of the University in absence of delegated signature authority may impose individual liability on the person who signed. The University may decline to recognize the contract, and the individual may be personally responsible for fulfilling the terms of the agreement.

When should I submit a contract to OPSCA for review?

All contracts should be submitted to OPSCA for review as soon as a contract draft is available. If UNC is to draft the contract, the Department should submit the Contract Request Form (CRF) as soon as the business and operational terms are generally agreed-upon by the parties. This advance notice allows OPSCA opportunity to draft, review and revise, or negotiate the terms of the agreement before the intended start date, along with coordinating any internal approvals that may be necessary. The requirement to submit in a timely manner includes instances when the Departments is working or has worked directly with the Office of University Counsel (OUC).

What information do I need to submit a contract for review?

The person submitting the CRF should have general knowledge about the contract. This includes the name and business address of the other party and the contact information for a person within the organization who can facilitate the negotiation of any contract terms. The person submitting should include the time frame for services to be provided (i.e., effective dates and expiration dates), the proposed budget and payment schedule, and department administrator who is responsible for managing the contract activity.

Can OPSCA sign a BAA?

In certain circumstances, yes. OPSCA can only sign BAAs that are related to service agreements with OPSCA’s delegated signature authority. OPSCA will work closely with the Institutional Privacy Officer (IPO) when necessary to ensure that the BAA is needed and appropriate. Unless the BAA is on a pre-approved form issued by the University’s IPO, the IPO will need to review and approve all BAAs prior to execution.

What’s the difference between a fact witness and expert witness?

Fact Witness Expert Witness
Classification: Provider is usually the treating physician of a patient who has filed a claim against a third party where that treatment, or the injury that necessitated the treatment, is relevant to the dispute.  The provider is being asked to give their opinion, based on their personal interaction with a patient. Provider is an expert in the specific area of medicine and is being asked to give an opinion, based on their expertise and their review of the chart.  Generally, the opinion is about another provider’s care.  The provider’s opinions are not based on facts derived from personally treating the individual, but from reviewing the record of someone else’s care.
Processing: Providing fact witness testimony for current or former patients is part of the job and does not require an EPAP or agreement.  The UNCHCS Legal and Risk Department has developed forms specific for these situations designed to protect the UNC providers.

Providing expert witness testimony requires an EPAP, unless the Department or Program falls under an exception.

1) Physician must have requesting firm complete an Expert Representation form and have it approved by the UNCHCS Legal and Risk Department.

2) Physician must submit Notice of Intent: air.research.unc.edu

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If providing expert witness services is part of a provider’s job description and Dr. Mauro has approved an exception, OPSCA will prepare an agreement for the expert witness services (typically Forensic Psychiatry and PMR).

1) Submit a CRF through RASR, and OPSCA will prepare an agreement.

Contact: Taylor Roberts, UNCHCS Legal and Risk Department mailto:Taylor.Roberts@unchealth.unc.edu or (984) 974-3041. EPAPs:  Leeanne Walker
Exceptions:  Dawn Davila
UNCHCS Legal Risk Department Approval:  Taylor Roberts
Billing: Submit billing requests through RASR
  • EPAPs are paid directly to the provider.
  • Exception Agreement payments will be paid to the University and submitted in RASR.