There are many different types of contractual agreements related to organized 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) (sometimes referred to as a Data Sharing Agreement) is a contract governing the transfer of data between one or more parties. A DTUA serves to 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, a DTUA should be implemented. ORTA will work with the Office for Research Compliance, Office of Information Technology, and others, to ensure that each DTUA adequately protects any data which may be protected by applicable laws, rules, regulations, and policies. In most instances, the party transmitting the data will draft the DTUA.
If a DTUA is needed, please contact ORTA to request preparation of an appropriate DTUA. The type of DTUA used will vary based upon the nature of the data being transferred. For more information, watch: Two Minute Tuesday – Data Sharing Agreements
A Master Agreement is a contract outlining 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 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 to discuss a Master Agreement.
Material Transfer Agreement
A Material Transfer Agreement (MTA) is a contract outlining the rights of the provider and recipient of materials. The MTA will set out the rights, duties, and restrictions for the materials being transferred. When the University is receiving materials, the party transferring the materials typically will require an MTA. When the University is transferring materials to other parties, an MTA is required. All incoming MTAs and requests for outgoing MTAs should be forwarded to ORTA for review, along with a completed 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 a contract that outlines the terms of two or more parties’ agreement or understanding of how they will proceed on a particular project or goal. 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.
Non-Disclosure Agreement/Confidential Disclosure Agreement
A Non-Disclosure Agreement (NDA) (sometimes referred to as a Confidential Disclosure Agreement (CDA)) is a contract 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, please forward it to ORTA and prepare an NDA Request Form. If the University needs to draft the NDA, please request by preparing an 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; and 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 a contract between the University and a sponsor of organized research, as defined under the Guidelines for Classification of Sponsored Projects. This includes basic, applied, and development research. An SRA 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.
A Subaward (or Subcontract, if the prime award is a Contract) is a contract 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 vendors. For more information on classification of Subrecipients vs. Vendor/Contractors, see the Subrecipient vs. Vendor Checklist and this installation of Two Minute Tuesday.
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.