Introduction

A subcontract or subaward is a specialized grant contract that NumFOCUS can establish with another entity to carry out work on your grant. Unlike independent contractors, subcontractors are involved in substantive, programmatic work and may handle an important or significant portion of the grant research. Subcontractors often participate creatively in designing and conducting research, retain control over how the work is carried out, and make independent decisions regarding the implementation of the requested activities. They are also responsible for providing and tracking their own budget as part of the overall grant budget.

Subcontracts are typically entered into with universities, government agencies, and other entities that have specific requirements. These requirements may differ from those of independent contractors, such as the inclusion of indirect costs or overhead. NumFOCUS staff will review the grant documentation and inform you of any special requirements during the contract process.

Please note that subcontracts/subawards can take several months to complete due to their complexity. It is crucial to initiate the process as early as possible to ensure that grant work can be completed on time.

Independent Contracts versus Subcontracts/Subawards

While most grant work can be managed through an independent contractor agreement there are situations where a subcontract may be necessary. Below are the criteria for determining whether NumFOCUS will help you determine the appropriate type of agreement for your project.

Contractors meet the following criteria:

A contractor is not subject to the compliance requirements of any grant or Federal or state award, including quantitative and qualitative reporting, audit, nonprofit status, code of conduct, conservation, contractual requirements, or similar.
A contractor provides goods or services developed according to the specifications of NumFOCUS and its Projects and Project Principal Investigators. A contractor does not make independent decisions regarding how to implement the activities under the grant or award.
A contractor provides similar goods or services within its normal business operations to more than one company or individual and normally operates in a competitive environment.

Subrecipients/Subcontractors must meet the following criteria:

The subrecipient is subject to the compliance requirements of the principal award as noted above alongside NumFOCUS.
The subrecipient exercises programmatic control over how the grant or award work is performed. It makes independent decisions regarding how to implement the proposed activities, as opposed to providing goods or services to the prime award PI.
The subrecipient is responsible for substantive programmatic work or for conducting a significant portion of the project.
A principal investigator has been identified at the subrecipient who functions as a Co-PI. Publications may be created or co-authored.

** Note that when one of the Project PIs for an award or grant is an employee of a contractor, this does not create a situation in which the contractor becomes a subrecipient. For grant and award purposes, the Project PI acts as a representative of NumFOCUS and the Project rather than in their capacity as an employee of a contractor.

Instructions

Subcontracts/Subawards

Requesting an Agreement:
- If you work for the subcontractor, request an agreement by filling out the Contract Request Form. Include contact information for a representative at the institution you are contracting with who can work through the contract terms with NumFOCUS.
- If someone else will perform the work, send them the request form and ensure they list you as the PI.
- Required Information:

Request Date	Auto-filled. The date the form was filled out.
Contractor/Subcontractor Legal Name	This can be an individual or a company’s name. It should be your official government document name, the same name used on tax and banking documents. Do not use aliases or nicknames.
Contact Email Address	The email address we will use to send the contract for review and signature.
Full Address, including Country	Your permanent address used in tax and banking documents. Please include your country name.
Contract Type	Please choose Subcontract.
Project	Please make one choice. Choose the open-source fiscally sponsored project or affiliated project. This does not mean the language you are writing code in. If you do not know the project name, please contact the person hiring you and inquire.
Project PI Contact	Please provide the name of the Project contact who hired you for this work. This person will be responsible for reviewing the contract and financially signing off on the work. If the name provided does not match a PI name we have on file for that Project, we will contact the Project to determine how to proceed. If this is an SDG and you are working independently of the PIs under the name of a Project, you still must provide the name of a Project PI who is financially responsible for the project. If you are a PI, you cannot acknowledge your own contract because it is a financial conflict of interest. You must provide the name of a co-PI who can acknowledge your contract and approve your invoices.
Project PI Email	The email address we will use to send the contract for review and signature.
Grant Type	If applicable, please type in the name of the grant that is funding your work. Some examples are the Chan Zuckerberg Initiative (CZI), Sloan Foundation, Moore Foundation, Small Development Grant, etc. If you do not know the grantor’s name or the grant name, please contact the person hiring you and inquire.
Hourly Rate and Contract Value	Please add the US dollar amount you will be paid on an hourly basis and the total amount you are to be paid. If you have not discussed these details already with your PI or do not know, please put 0 in both, and we will ask the PI to determine this amount. If this is a milestone-based contract, please add those details in the Description of Work section.
Contract Start Date Contract End Date	When do you expect work on this contract to begin and end? These dates may coincide with grant dates, if you know them.
Budget Category	Please choose the option that best describes the work you will do under this contract. If you are teaching a class, developing instructional materials, conducting a webinar, or similar educational work, please choose “community management”.
Description of Work	This is a brief description of the work that you will be doing, less than 50 words in length. It should encapsulate the work described in the Statement of Work. Example: “Contractor will further develop the Julia language websites (julia.org and the various subdomains) for enhanced learning and community engagement.”
W-9 and W-8	Please upload your Form W-9 (US taxpayers) or W-8 (non-US taxpayers). IRS.gov provides instructions and forms for you to use for this purpose, which are linked in our Contractor FAQs. NumFOCUS does not have the legal authority to advise contractors about how to fill out these forms or which form is appropriate. Submissions without this form will be canceled and will need to be re-requested.

Drafting the Agreement:
- Once the request is received, both the contractor and the project PI will receive an automated email from Monday confirming that we have received your request. The finance team will work with both of you to draft the agreement. They will keep you updated throughout the process and may require your input on specific contract details.
- Agreements are processed through our contract management system, Outlaw. The finance team will grant you and any other relevant parties access to Outlaw to complete the contract process.
- NumFOCUS staff will work with you and the subcontractor to determine the terms and conditions of the contract. This includes finalizing and approving the budget for their portion of the grant.
Working with Outlaw:
- Accessing Contracts
  1. We will send both the contractor and Project PI a notification email from Outlaw asking to review the contract.
  2. You can view the contract as a Guest or you can create an account. Guests can view and sign, but they cannot edit or comment. Guests also cannot see the status of the contract.
  3. Instructions for creating a User Account. You can also sign in with Google or Microsoft.
  4. Do you need an account? No. However, you won’t be able to see the status of contracts sent to you without an account.
- Reviewing and Negotiating A Contract
  1. Once you’re in the system you will see the Overview. Click on Contract to view the contract.
  2. If we need more information, it will be in the form of a Comment Please respond via Comment or redline the document with your changes. If we don’t need information, you won’t see any comments. Please use the Notify checkbox at the bottom of the section if you make changes.
  3. To add a comment, hover the cursor (or tap on a phone) beside any contract section and click the dialogue bubble icon that appears. Leave your comment. Other users are notified when comments are made and resolved.
  4. To redline a document (suggest changes), click on a section and add or delete text as you would in any word processor. Please check the Notify button so others know you’ve proposed changes for review.
- Signing a Contract
  1. Photo walk through of the signing process
  2. Before signing, you can preview your document as a PDF.
  3. When all comments and negotiation points have been resolved and the document’s information is fully complete and resolved, you can return to the signatory section and tap to sign.

Invoicing:
- If an invoice is submitted before the contract is completed, the request will be rejected, and the invoice must be re-submitted after the contract is signed.

Renewals

Contracts are typically valid for up to one year and will need to be reviewed periodically. NumFOCUS will notify you when a contract is due for renewal. To renew, fill out the Contract Request Form and select "Renewal." Either you or the subcontractor can initiate this process.

FAQ

Q: Why do subcontracts/subawards take so long to complete?
A: Subcontracts and subawards often take longer to complete due to the complex administrative requirements of universities, institutions, and government agencies, which are generally more stringent than those for independent contractors. This process involves completing numerous forms, providing detailed information, engaging in contract negotiations, and addressing other details. Please be patient, respond to requests promptly, and be prepared to assist if issues arise on your organization's end.

Q: Why does a PI have to acknowledge the contract?
A: PIs bear financial responsibility for their projects, including approving contract terms and payments. This ensures that project finances are managed responsibly and that the PI is aware of all activities and expenditures.

Additional Resources

For further assistance or to request a subcontractor agreement, please submit a ticket or email [email protected]. If you have any additional questions, do not hesitate to contact us.