Frequently Asked Questions

Business Contracts

Do I need a written contract?

Any University personnel or unit (e.g. department, school, college, research lab, administrative office, etc.) who engages in a transaction with an outside party (e.g. individual, educational institution, state government, agency, company, organization, etc.) on behalf of The Regents of the University of California needs to have a written, executed contract.

There are several key reasons that having a written contract is important:

  • To prevent disputes;
  • To create a cost management tool;
  • To comply with legal requirements and for use in litigation; and
  • To establish the nature of the relationship for tax and other purposes.
Can I sign a contract with an outside party?

University personnel are not authorized to execute contracts without a formal written delegation, except as a result of administrative responsibilities specifically outlined in University policies (such as the Academic Personnel Manual or a Business and Finance Bulletin). The University is under no obligation to honor unauthorized commitments, and University personnel who enter into contracts that are not within the scope of their authority may be personally liable for the unauthorized commitment.

Who can sign an contract with an outside party?

In accordance with campus Delegation of Authority 1058, specific members of Office of Business Contracts and Brand Protection (BCBP) have been delegated the authority to execute various service contracts, on behalf of The Regents of the University of California, to implement approved programs and activities, where the University is the supplier of the service covered by the contract.

Most of the contracts on campus are executed by the following four contracting offices with delegated authority:

  • Business Contracts and Brand Protection (BCBP);
  • Industry Alliance Office (IAO);
  • Sponsored Projects Office (SPO);
  • Supply Chain Management (SCM/Procurement); or
  • Capital Strategies (Real Estate).
Which contracting office can help me with my agreement?

Each contracting office on campus has a specific area of responsibility.  University faculty, researchers, and staff are responsible for contacting the appropriate contracting office for their specific transaction with an outside party.

Business Contracts and Brand Protection (BCBP) reviews, drafts, negotiates, and executes business contracts for UC Berkeley on behalf of The Regents of the University of California (UC Regents).  Contracts processed by BCBP include:

  • Revenue producing contracts, including licensing of University business intellectual property, such as copyrights and trademarks;
  • Contracts to support continuing and professional education;
  • Contracts for student internships with hospitals, clinics, social service agencies, and school districts; and
  • Contracts for outside use of the University's unique facilities and departmental services.

BCBP does not process contracts related to:

  • Procurement activities;
  • Research activities for federal, state, and non-profit;
  • Research activities for industry, and material transfers; or
  • Activities undertaken by Individual faculty members and/or students in their personal capacity.

Guidance to contracting at the University is provided in the University of California, Berkeley Contracting Guide and assistance to determine the appropriate contracting office can be found with the Contracting Office Decision Tree (https://bcbp.berkeley.edu/contracting-berkeley).

What if more than one contracting office needs to be involved with my project?

When a procurement contract includes a small revenue component in the form of a percentage of money collected by the vendor coming back to the University, BCBP will support SCM to the extent any unique terms are required for the contract (e.g., branding, or other IP clauses).

When a research project is funded that later requires the PI to perform services under existing funding, BCBP will process the contract, and work with SPO and IAO on review of unique terms. Please note however, that BCBP is not authorized to handle any aspects of the “close out” of these funded projects.

When a services agreement processed by BCBP has a portion of incoming revenue that must be dispersed to a subcontractor, BCBP will work with SCM to review and approve the appropriate vendor agreement. Please note, however, that BCBP is not authorized to handle any funds-out aspects of these projects.

BCBP is currently working with SPO, IAO and SCM to process these hybrid projects more efficiently.

Is BCBP the right office for my contract?

BCBP has the delegation to execute contracts associated with business relationships, non-common goods and services, strategic alliances, and copyrights. BCBP will only execute contracts in accordance with the applicable University policies and procedures governing the particular transaction, including but not limited to Business and Finance Bulletins, University policies, and relevant guidelines issued by the appropriate functional areas within the UC Office of the President.

Guidance to determine the appropriate contracting office can be found with the Contracting Office Decision Tree (https://bcbp.berkeley.edu/contracting-berkeley).

In order for BCBP to review a contract, what do I need to do?

All departments working with BCBP must submit a request for contract review and execution through BCBP’s contract management system (BCMS).

Prior to submission of the request, departments are responsible for providing the scope and objectives of the proposed contract, the institutional interests to be served, and an assessment of any potential risk and financial impact. Departments are also responsible for making business and programmatic decisions regarding the contract and contract performance.  Although BCBP may have the authority to execute business contracts for the University, campus departments are responsible for obtaining contract approval at the appropriate level prior to submitting a request for review to BCBP. For example, a contract of special institutional significance may require the appropriate Vice Chancellor’s review and approval.

Departments should have the following items prepared prior to the initiation of a request for the review of a proposed contract:

  • Scope of Work,
  • Payment and deliverable schedule,
  • Draft or template contract, if available, and
  • Any previous contracts with the same entity.

Information on the submission process can be found on the BCBP web page entitled Business Contracts and Brand Protection: Business Contracts (https://bcbp.berkeley.edu/contracting-berkeley).

Am I required to use BCMS, if I have a contract that I need reviewed?

All departments working with BCBP must submit a request for contract review and execution through BCBP’s contract management system (BCMS).  BCBP asks for all communications regarding each request for contract review to be through BCMS. Note that all communications utilizing BCMS will come from BCMSHelp@berkeley.edu.

What information do I need to include in my scope of work?

Guidelines for a scope of work can be found here: https://bcbp.berkeley.edu/business-contracts/getting-started-bcms.  BCBP cannot start work on a contract request without the following information:

  • Information on the Other Party, including name and address;
  • Clearly defined scope of the services that will be provided by the University;
  • Timeline for services to be completed;
  • Any deliverables, especially if any written work or materials will be provided;
  • Total revenue that will be received for services and any payment schedule; and
  • All obligations for any of the parties involved.
What is BCBP’s role in negotiating the terms of the contract?

Our Contract Specialists will work with you to help you understand which contract terms can and cannot be agreed to. We will consult with other UC Berkeley offices as necessary to obtain the appropriate business, policy, risk, and legal review.

If BCBP has already executed a previous contract for my department, can I just use that same contract for new work or with new outside parties?

Once a contract is signed, it may be amended, for example to revise the scope of work, extend the term, or increase funds. However, an amendment to an existing contract needs to be executed, prior to the expiration of the original agreement. If the term of the original contract has expired, a new contract may be needed, even if the transaction is with the same outside party for the same type of transaction.

A previously-executed contract may not be used by the department as a “template” for similar work with new parties, although it may be uploaded into BCMS as an example.

If our Department generally provides substantially similar services for a number of different outside parties, would it be possible for us to use the same contract for each of those transactions?

BCBP has helped a number of Departments develop templates for routine services that they provide.  However, BCBP has a vigorous process for approving a Departmental template, vetting the contract through subject matter experts, including Office of Legal Affairs and Risk, annotating it, and then making it available for subsequent use by Departments. This results in a streamlined process for executing business contracts, provided there are no substantial changes made to the template.

The existence of a BCBP template does not entitle the Department to use it in perpetuity. Often, a template will need to be revised based on changes in law, regulations, or UC policy.

What if I don’t know how to use BCMS?

Training guides for BCMS Preparers and Requesters can be found here (https://bcbp.berkeley.edu/sites/default/files/_bcms_training_guide_for_department_contract_requesters_and_preparers.pdf) and for BCMS Coordinators can be found here (https://bcbp.berkeley.edu/sites/default/files/_bcms_training_guide_for_contract_coordinators2.pdf).

Every department is required to designate a Departmental Coordinator who approves the project before the request is accepted in the BCBP review queue.

Further information on BCMS can be found on the website entitled Business Contracts and Brand Protection: Business Contract Management System (https://bcbp.berkeley.edu/business-contracts/getting-started-bcms).For questions or assistance, reach out to bcmshelp@berkeley.edu or come to a BCMS training.

How do I get access to BCMS?

BCMS can be located here: www.bcms.berkeley.edu.  If you do not have a BCMS account, please reach out to bcmshelp@berkeley.edu and request access.

Training guides for BCMS Preparers and Requesters can be found here (https://bcbp.berkeley.edu/sites/default/files/_bcms_training_guide_for_department_contract_requesters_and_preparers.pdf) and for BCMS Coordinators can be found here (https://bcbp.berkeley.edu/sites/default/files/_bcms_training_guide_for_contract_coordinators2.pdf).

How do I communicate with BCBP about my contract request? How do I communicate through BCMS?

To communicate about a contract, click on the "Messages" tab in the Business Contract Management System (BCMS). Note that all communications through the system will appear to originate from BCMSHelp@berkeley.edu (instead of the individual sender).

Please note that you should always respond to a message using the "Messages" tab, not a reply e-mail; otherwise, your message will not become part of the historical record.

Finally, select one or more recipients, including the assigned Specialist, by checking the box next to their name under "EMail To". The system does not automatically send any messages to the recipient unless their name is selected.

How long will it take for an contract to be reviewed and executed?

It is important for the Department to understand the overall contracting process and include sufficient lead time in their requests to allow BCBP to complete its responsibilities.  The time for an contract to be reviewed and executed depends on a variety of factors, including the complexity of the contract and the current queue being reviewed by our office.

Information on the contracting process can be found on the BCBP web page entitled Business Contracts and Brand Protection: Business Contracts (https://bcbp.berkeley.edu/business-contracts).

After a contract is signed, what are my responsibilities?

After BCBP reviews and signs an contract, the Department becomes the office of record, which means that the department is responsible for the ongoing management of the contract.  Among other things, the department is responsible for:

 

  • Maintaining the original contract (in accordance with the University records retention policy),
  • Ensuring performance obligations are met,
  • Managing deadlines,
  • Managing budget,
  • Invoicing and receiving payment (assistance can be sought with your Divisional Finance Lead),
  • Obtaining necessary insurance documentation (if required by the contract) from Risk Services,
  • Sending requests for contract extensions or renewals to the appropriate contracting office, and
  • Keeping documents that might be needed for an audit or Public Records Act (PRA) request.
How do I get a certificate of insurance?

All questions regarding insurance and the certificate of insurance should be addressed to the University’s Risk Services Office at risk@berkeley.edu.

Do I need to get a certificate of insurance from the Other Party?

If the contract requires the Other Party to have insurance, the Department needs to obtain the certificate of insurance from the Other Party and provide a copy of the applicable certificate of insurance to Risk Services (mail code: 1120 attn: Janice Hing).

How do I set up an account to accept funds for my contract?

All questions regarding financial transactions related to the services contract should be addressed to your Divisional Finance Lead.

If I have a proposal for services, can BCBP review and sign letters of commitment or certifications?

No, unfortunately BCBP does not have the authority or infrastructure to sign Letters of Commitment or certifications at the outset of proposal submission, or at the close of an awarded project for services.

How do I terminate a contract?

Your original contract should have the specifics detailing how to terminate .  Any additional questions regarding termination should be addressed to BCMSHelp@berkeley.edu.

If I have been provided notice that the Other Party wants to terminate the contract, what do I do?

Please provide the notice of termination to BCMSHelp@berkeley.edu.

If I have been provided notice that the Other Party wants to sue the University for breach of contract, what do I do?

Immediately forward the notice to BCMSHelp@berkeley.edu and to the University’s Office of Legal Affairs.

What is a trademark?

A trademark is a form of intellectual property that identifies and distinguishes the goods and/or services of one organization from those of another. Trademarks can be distinctive words (known as word marks), designs (i.e., logos), letters, colors, sounds, or landmarks separately or in combination. Visit our Trademarks page for a list of some of UC Berkeley’s trademarks.

Is the University's name a trademark?

Yes. The University’s name and its abbreviations are considered trademarks since they identify the source of the goods and services available at or produced by the University. Thus, “University of California Berkeley,” “UC Berkeley,” and even “Berkeley” are among our trademarks. We also consider the University’s domain name, “Berkeley.edu,” to be a trademark. All University of California trademarks (those associated with UC campuses, labs, and Office of the President) belong to The Regents of the University of California. The University’s name is further protected and its use governed by California Education Code 92000.

What are UC Berkeley's trademarks?

Trademarks that are associated with or refer to the University of California, Berkeley are included in our family of “global” marks. Many of these global marks, such as the University’s name and its variations, “Cal” in script, the Berkeley seal, and others have been registered in the United States and in several international territories.

Additional trademarks may include names of our schools, departments, programs and/or initiatives. Examples include: “Haas School of Business,” “Leading through Innovation,” “Cal Recreational Sports,” “Students. Athletes. For Life.,” “Berkeley Law,” “The Berkeley Institute of the Environment,” “The Scholars Workstation,” “Cal Student Store,” and “Zellerbach Hall.”

Even the campus's domain name, "berkeley.edu" is considered a trademark.

Should I seek a federal registration for a trademark representing my department, school, program, or initiative?

It depends. In the United States, trademarks are provided “common law” rights and protection. Further, since many departments, schools, programs, and initiatives include “University of California Berkeley,” “UC Berkeley,” “Cal” in script, or the Berkeley seal, which have all been registered with the U.S. Patent and Trademark Office, these trademarks are afforded the additional protections available from federal registration. All of these marks and many more have been registered in various international territories. To see a list of trademarks that have been registered in international territories, visit our Trademarks page.

If you believe the name of your department, school, program, or initiative may be exploited by others in the United States or an international territory, you may wish to apply for trademark registration. Please note that you will be required to pay for the application and any legal fees that may be associated with the registration. We recommend setting aside approximately $3,000 per trademark and classification, for an application in the U.S. as this will help to cover legal and government fees. If the registration is opposed by an individual or company that believes they have a similar trademark the cost could be significantly more.  

Seeking a trademark registration in an international territory is much more complex so the Office of General Counsel will usually retain a law firm located in the territory in which a registration is sought. Unlike in the U.S., where common law rights are granted to trademark owners who have used their trademark in interstate commerce, some countries require a trademark owner to register a name, logo, etc., before it is granted trademark status. Application fees vary greatly according to the international territories in which the registrations are sought. Again, there is no guarantee that simply seeking a trademark registration will result in acquiring one. Feel free to contact Business Contracts and Brand Protection (bcbp@berkeley.edu) for advice.

What types of notices should accompany a UC Berkeley trademark?

Registered trademarks: We recommend you add the registration designation, “®” to the lower right of the mark. Although registration designations are not required, they are strongly recommended to denote ownership and protection from infringement.

Unregistered marks that are protected by common law: We recommend you include the trademark notice “™” to the lower right of the mark.

Who should I contact if I want to film or take photographs at UC Berkeley?

For all inquiries, please contact BCBP at bcbp@berkeley.edu.

For broadcast media, please visit the Media Relations' website for information.

For commercial filming or photography, please visit Real Estate Services’ website for information.

Are there policies that govern Use of the University’s name on business cards and letterhead?

Yes. The University of California Office of the President policies on business cards and letterhead are available here. Faculty/staff may order business cards and letterhead from UC Print Storefront. In general, students may not acquire University business cards unless there is a campus need and responsibility for appropriate use of the business card is monitored by an appropriate dean or department chair.

If I discover that an outside entity is engaged in the unauthorized use of the University’s name or other trademarks, who should I contact?

If you complete our Report a Trademark Misuse Form, we will be able to initiate an investigation to determine if our rights have been violated and, if so, begin the process to reclaim those rights.

Do I need to pay a fee to use a trademark?

Fees/royalties are usually not assessed when UC Berkeley’s trademarks are used in connection with campus goods/services, placed on merchandise for our own use, or resold to support a campus program or initiative. BCBP will make the determination based on a number of factors.

Any commercial organization, company, manufacturer, or business wishing to use the University’s trademarks for commercial purposes must obtain a license to do so. For information about the University's Licensing Program, including information on making internal purchases through BearBuy, retail licensing information, and Frequently Asked Questions, please visit the Licensing website.

How do I request permission to use UC Berkeley’s trademarks?

You may submit a Trademark Use Request Form to receive permission to use the University's trademarks. However, please note that any such use would have to meet certain criteria, including University policy and California law, and must be authorized in advance. We cannot guarantee that your request will be granted.

May I alter a trademark?

No. UC Berkeley trademarks may not be altered, combined with trademarks that belong to others, or modified in any way that would diminish the integrity of the trademark. To do so, could jeopardize our rights to the trademark.

Is it possible to create a logo/trademark to represent an official UC Berkeley department, program, or initiative?

Yes. The campus has many official programs and services, associated with its education, research, and public service mission, which are targeted to specific internal and external groups, so it may be necessary to create a new logo for branding and marketing purposes. Please submit a Trademark Use Request Form during the beginning stages of the process. However, please note that any such use would have to meet certain criteria, including University policy and California law, and must be authorized in advance. We cannot guarantee that your request will be granted.

What if can't find the answer to my question here?

More information is available at the University of California's Brand Guidelines Graphic Identity and Resources page and at Berkeley’s Brand Guidelines website.

Additional guidelines, policies, and frequently asked questions are also available on our website at: https://bcbp.berkeley.edu/brand-protection/brand-protection-resources-and-policies

You may always contact BCBP at bcbp@berkeley.edu, and we will do our best to answer your question.