There are many different types of contractual agreements related to research and other sponsored activities. While not an exhaustive list, below are some of the types of agreements ORTA reviews and/or drafts.
Data Transfer and Use Agreement
A Data Transfer and Use Agreement (DTUA) (also referred to as a Data Sharing Agreement or Data Use Agreement) is an agreement where one party agrees to provide to another party proprietary or confidential data for a specified research or academic purpose.
The DTUA governs the transfer and/or use of data being shared and provides guidelines that both protect the data being transferred and also outlines the ability of the recipient to use the data. Any time data is to be shared with, or received from, another party, the need for a DTUA should be evaluated.
If a DTUA is needed, please initiate DTUA request form to request to begin preparation of an appropriate DTUA. The terms of a DTUA will vary based upon the nature of the data being transferred, and applicable laws, rules, regulations, and policies.
For more information, watch Two Minute Tuesday – Data Sharing Agreements.
Master Agreement
A Master Agreement outlines the rights and obligations of a sponsor and the University with regard to multiple projects funded by the sponsor over a period of time. Each individual project will be implemented by the execution of a Task Order, which is subject to the terms and conditions of the Master Agreement.
If a sponsor has interest in funding multiple separate projects, contact ORTA at orta@ua.edu to discuss a Master Agreement.
Material Transfer Agreement
A Material Transfer Agreement (MTA) is an agreement under which one party agreed to give a second party materials for use for a specific research or academic purpose. The agreement defines the rights, obligations, and restrictions for both parties for the materials being transferred. MTAs are not used when purchasing commercially available/off-the-shelf items. When the University is receiving materials or transferring materials to other parties, an MTA is required.
All requests for MTAs, incoming or outgoing, should be directed to ORTA for review by submitting an MTA Request Form.
ORTA will work with the Office for Research Compliance and Environmental Health & Safety to ensure that MTAs are in compliance with applicable laws, rules, regulations, and University policies.
The University is a signatory to the Uniform Biological Material Transfer Agreement (UBMTA). This allows for streamlined contracting with other co-signers of the UBMTA.
Memorandum of Understanding
A Memorandum of Understanding (MOU) is an agreement that sets forth two or more parties’ intent to collaborate or pursue a future activity or endeavor. An MOU may provide a description of the proposed collaboration or future activity but generally does not obligate the parties to perform, other than as may be set out in a subsequent legally binding agreement.
Typically, no funding is exchanged between the parties. Rather, the parties to an MOU are ordinarily collaborating on ideas and proposals, pledging non-monetary resources, hosting interns, or providing access to resources.
If an MOU is needed, contact ORTA by initiating an MOU request form.
Non-Disclosure Agreement/Confidential Disclosure Agreement
A Non-Disclosure Agreement (NDA) (sometimes referred to as a Confidential Disclosure Agreement (CDA)) is an agreement between two or more parties governing the exchange of confidential or proprietary information. An NDA should have a well-defined, narrow purpose or project. Identification of what constitutes confidential information should be clear (marking requirements, etc.), and the period of disclosure and the length of time for continued obligations of confidentiality under the NDA should be limited.
Typically, NDAs are mutual, meaning that the confidential information of all parties to the NDA is protected. However, some parties will request unilateral or “one-way” NDAs. These types of NDAs should only be entered into after careful review and consideration by both ORTA and the requesting researcher.
If another party has requested that the University enter into an NDA on the other party’s template, complete the NDA Request Form and attach the requested NDA.
If the University needs to draft the NDA, complete the NDA Request Form, and ORTA will draft using a template mutual NDA.
For more information, watch Two Minute Tuesday – Non-Disclosure and Confidentiality Agreements.
Sponsored Activity Agreement
A Sponsored Activity Agreement (SAA) is a contract between the University and a sponsor of activity, which is defined as “Other Sponsored Activity.” Examples may include:
- Routine or commercial testing that typically involves repetitive, quantitative, non-experimental measurements (commonly known as fee-for-service);
- Projects to support conferences, seminars, or public events that do not meet the guidelines for organized research or instruction;
- Inter-governmental Personnel Assignments (IPA), a temporary assignment of personnel between the University and the federal government.
- An SAA sets out the statement of work and budget, as well as other important terms, including those governing publication and intellectual property.
For additional clarification on the classification of sponsored projects, please refer to Guidelines & Procedures.
Sponsored Research Agreement
A Sponsored Research Agreement (SRA) is an agreement (which may be a grant, cooperative agreement or contract) between the University and a sponsor(party providing funding) to support the performance of organized research (including basic, applied, and development research, as defined under the Guidelines for Classification of Sponsored Projects. The sponsor may be a foundation, government agency, for-profit research entity, research institute, or other university. An SRA sets out the statement of work, budget, period of performance, reporting requirements, intellectual property rights, publication, and other sponsor terms and conditions tied to the funding.
For additional clarification on the classification of sponsored projects, please refer to Guidelines & Procedures.
Subaward/Subcontract
A Subaward (or Subcontract, if the prime award is a Contract) is an agreement between a prime award recipient and another qualified party to perform a substantive portion of the program funded under the prime award or contract. The University is a member of the Federal Demonstration Project, a cooperative initiative among 10 federal agencies and 217 institutional recipients of federal funds, and utilizes template agreements published by the FDP in order to streamline subaward issuance and acceptance.
For outgoing subawards, it is critical that Principal Investigators work closely with their OSP Grant Specialist to properly classify collaborators in proposed budgets as either subrecipients or Contractors.
For more information on the classification of Subrecipients vs. Vendor/Contractors, see the Subrecipient vs. Vendor Checklist and this installation of Two Minute Tuesday.
Unfunded Research Agreement
An agreement under which two or more parties agree to collaborate on a defined research project. The agreement will typically contain a statement of work, period of performance, and IP ownership terms, and may provide for the commitment of effort, provision of resources, or other exchange of value in support of the collaboration
Other
ORTA reviews, drafts, and negotiates many other types of agreements. This includes various agreements related to funded and unfunded collaborations, agreements related to intellectual property, terms and conditions applicable to Requests for Proposal and other solicitations, and teaming arrangements.