All contracts between MU and outside entities must be reviewed and approved internally before they are executed by an authorized signatory of the University. Just as Sponsored Agreements must be routed using a Proposal Approval Form to the PI, Department Chair or Unit Head and College or Division Dean for review and approval signatures, so must all research-related agreements. This includes all Material Transfer Agreements, Memoranda of Understanding or Agreement, Non-Disclosure Agreements, and Confidentiality Agreements.
It is strongly encouraged that any agreements received from an outside party sponsored and/or research-related be forwarded to the OGSPR (preferably in an editable electronic format) for review prior to institutional routing and approval.
If MU is initiating a research-related agreement, the PI should contact OGSPR to discuss the intent of the agreement so that the appropriate agreement type can be drafted and negotiated if need be, prior to internal routing and approval.
Under no circumstances should a PI or any other MU employee sign an agreement on behalf of MU.
Material Transfer Agreements
A Material Transfer Agreement (MTA) is a contract that governs the transfer of tangible research materials between two organizations, when the recipient intends to use it for his or her own research purposes. The MTA defines the rights of the provider and the recipient with respect to the materials and any derivatives. Biological materials, such as reagents, cell lines, plasmids, and vectors, are the most frequently transferred materials, but MTAs may also be used for other types of materials, such as chemical compounds and even some types of software.
OGSPR negotiates all MTA's received or initiated by MU. Any MTA resulting from the purchase of research materials or a transfer of materials from an industry sponsor or another university or research institute should be forwarded to the OGSPR for review and negotiation. If you plan to transfer research materials to a collaborator outside of MU, the terms of that transfer should be documented by a MTA prior to the transfer. Please contact OGSPR to initiate the process.
Memoranda of Understanding/Agreement
If contemplating a collaborative project with an outside organization or if engaged in an informal collaboration already - it is advisable to capture and formalize the intent and expectations of the collaboration through the execution of a Memorandum of Understanding (MOU) or Memorandum of Agreement (MOA). While these agreements may include an expression of intent to seek external funding, no exchange of funds is committed under these agreements. Rather, they address and formalize issues including but not limited to:
- The purpose of the collaboration
- The term and termination of the collaboration
- The responsibilities of the parties involved
- The scope of work contingent upon receipt of external funds
- Access to resources
- Any agreement to work together on applying for extramural funding
- The management of any intellectual property
- The applicability of US export control laws and regulations
The PI should contact the OGSPR to request the review and negotiation of an MOU or MOA received from their collaborator or to request that an MOU or MOA be drafted and negotiated.
Non-Disclosure or Confidentiality Agreement
Prior to discussing a potential collaboration with a for-profit entity or whenever proprietary information is involved, a confidentiality agreement should be executed between the parties involved in order to control and protect the parties' rights to their respective intellectual property and confidential information. A confidentiality or non-disclosure agreement should be fully executed prior to any exchange of information or discussions. There is no specific scope of work described and no funding is committed. It is often put in place for the purpose of evaluating resources and capabilities to determine whether a research collaboration can exist. Without such protection, any disclosed information is open for use by the receiving party.
For-profit (industry) sponsors routinely initiate confidentiality or non-disclosure agreements prior to discussing a potential research collaboration with university researchers.
Prior to exploring academic research collaborations, including the preparation of collaborative research grant applications, PI's should contact the OGSPRt to discuss the need for a confidentiality or non-disclosure agreement. Executing such an agreement prior to the development of a research proposal will protect the intellectual property contributed to the collaboration by both parties.