Standard Contracts & Agreements Overview and Templates

Non-Disclosure Agreements (NDA)

Non-disclosure Agreements, also known as Confidentiality Disclosure Agreements or Proprietary Information Agreements, are typically established when University researchers and partner or collaborator wish to enter into discussions about confidential or proprietary information regarding specific research information, data, processes, methods, designs, or technology in order to determine the potential for a future relationship. The purpose of an NDA is to ensure the confidential information exchanged by the parties remains confidential for a specific period of time. In order to review or draft an NDA, Contracts & Industry Agreements staff will need the following information from faculty/staff member:

• Identify the parties and type of exchange (mutual or one-way)
• Define the subject matter of the exchange (What?) and the purpose of the exchange (Why?)
• Establish how information can be used and by whom
• Determine agreement term (effective period)

It is important to remember an NDA is about discussing ideas/projects, not doing the work. If the parties are interested in performing funded work, UTSA must establish a Sponsored Research Agreement or Contract.

Sponsored Research Agreements (SRA)

A Sponsored Research Agreement is a contract between the University and a sponsor for the purpose of funding or conducting research at the University. An SRA may be supported by funding from for-profit (private industry) or non-for profit (state or federal government, foundation, etc.) sponsors.

SRAs will generally include terms governing the following areas:

• Scope of work to be conducted, including schedule, reporting and other deliverables
• Budget for the research
• Payment obligations and timing
• Publication of research results
• Intellectual property arising from the research project, and options to licenses the intellectual property
• Confidential information and confidential data exchanged during the research project
• Management and staffing of research project
• Compliance with export control and other applicable laws and regulations
• Rights and procedures to terminate the project
• Indemnification, choice of law, and other items necessary for contracts

Material Transfer Agreement (MTA)

A Material Transfer Agreement is established when the parties (e.g. university, research institution, organization, company) wish to transfer research materials, including biological or chemical samples or materials, from one party to another. MTAs allow researchers to share tangible materials as well as receive tangible materials without necessarily having to purchase them.

MTAs terms include, but are not limited to, rights and ownership of intellectual property and data, publication rights, liability and governance. MTAs must be signed by authorized officials for each institution or organization. Principal Investigators (PIs) at UTSA are not authorized to sign MTAs.

An “Outgoing MTA” should be used when UTSA is providing an external entity or researcher with particular University materials. An “Incoming MTA” is used when external entities or individual researchers provide materials to UTSA. Typically, the provider institution will offer their MTA agreement template for execution.

When faculty members transfer to/from UTSA, any material that the scientist brings/leaves must be accompanied by a MTA. New faculty members must provide Contracts & Industry Agreements with a listing of materials that will be transferred from their prior institution to request the appropriate MTAs. Once the incoming material list is received, Contracts & Industry Agreements will execute MTAs for all incoming materials. For faculty members leaving UTSA, a listing of materials that will be transferred to their new institution must be provided so that Contracts & Industry Agreements can prepare and execute MTAs with the transfer institution.

UBMTA Implementing Letter – For transfer of biological materials among Master UBMTA Signatories

UTSA became a signatory to the Master UBMTA Agreement on October 1, 2015. This master agreement is institutionally executed by a large number of universities and research organizations worldwide to facilitate the transfer of biological research materials among them.

If both institutions are Master UBMTA signatories, UTSA can simply execute the UBMTA Implementing Letter form to ease the exchange of biological materials and process material transfer requests in a matter of days. You can check the list of entities that have signed the Master UBMTA here  AUTM – Master UBMTA Agreement Signatories The UBMTA Implementing Letter should still be sent through Contracts & Industry Agreements for execution on behalf of UTSA.

UBMTA Implementing Letter – UTSA (Transfer Biological Research Materials)

Teaming Agreement (TA)

A Teaming Agreement is an agreement between the University and one or more organizations that are joining together to collaborate on a proposed research program to a prime sponsor in response to a competitive request for proposal (RFP). The lead organization typically drafts the agreement. The TA will delineate why you are collaborating and establish the boundaries of collaboration for the primer and subcontracts, if any, and the intent of the parties to share the work required under the resulting contract should the team be successful and win the award.

Organizations that request TAs with UTSA will sometimes ask UTSA to agree to partner exclusively with them when responding to the RFP. However, UTSA does not normally agree to exclusivity provisions in order to allow PIs who are not named participants in the TA to respond to the same RFP.

Memo of Understanding (MOU)

A memorandum of understanding is an agreement between the University and one or more organizations planning to create a cooperative research and/or education program. MOUs document the parties’ intent to work together to bring into existence a program, and outline the type of relationship that will be created, the objectives, and actions that each party plans to take to pursue a common course of action.

An MOU is typically a non-binding memorandum.  The planned program and activities may or may not come to fruition as described in the MOU, but there is no penalty for the failure to perform. However, please note that the fact that a document is labeled an “MOU” and not “Contract” does not always mean that the MOU cannot be legally binding. MOUs may have the binding power of a contract depending on the legal elements in the text of the document. Thus, MOUs should still be sent through Contracts & Industry Agreements for execution on behalf of UTSA.