Non-Disclosure Agreement (NDA)
- A non-disclosure agreement (NDA) is a contract that ensures that information is kept confidential while interested parties enter into initial discussions about specific processes, methods, or technology to determine if they should pursue future sponsored research activity. They are sometimes referred to as confidentiality or secrecy agreements.
- NDA's outline the responsibilities of each party with regard to confidential information. The parties, typically referred to as the disclosing party and the receiving party or recipient, are expected to maintain confidentiality of disclosed information, often for several years.
- NDAs are valuable to protect the ability to patent an invention, which can be compromised if a disclosure of the invention becomes public knowledge. If you are sharing new processes, unpublished data, or other confidential information, contact the TTO in order to prepare an NDA and protect your rights and information.
Material Transfer Agreement (MTA)
- A material transfer agreement (MTA) is a legal contract that controls the exchange of tangible materials, such as chemicals, software, plant- and animal-derived material, or research animals, between universities and other organizations for research purposes. The MTA defines the rights of the providing scientists, recipient scientists, and their respective organizations with regard to materials, derivatives, and inventions that may result from the use of the transferred material.
- MTA's ensure that:
- intellectual property rights of the receiving organization and the providing organization are addressed;
- special shipping and handling needs are met;
- a record of the types of materials entering or leaving DU is created; and
- health and safety risks are identified and properly addressed as required by law and DU policy.
- Before transferring resources between DU and other organizations or universities, contact the TTO to create a MTA so that you, DU, and the outside entity can keep track of what materials are being transferred and how they will be managed. You must have the necessary IRB or IBC approvals to request the materials. Please see Research Integrity with questions about these approvals.
Data Use Agreement (DUA)
- Similar to an MTA, a data use agreement (DUA) is a contract used to govern the transfer of non-public or restricted research data between organizations. DUA's are also similar to confidentiality agreements in that they restrict the use and disclosure of the data set. A DUA is established between a provider institution and recipient institution to document the data being transferred and to specify terms and conditions of ownership, permitted uses of the data, publication of results, development of inventions, disposal of the data and liability. Establishing conditions prior to the transfer of data avoids issues and misunderstandings after research has begun. Certain types of data, such as student data or human subject data, must be carefully protected as required by law.
- It is up to the data provider to determine whether a DUA is necessary in a given exchange. If a DUA is required, the agreement must be entered into before any use or disclosure of the data. If you plan to transfer data to or receive data from another organization, consult the TTO to make sure that a DUA is necessary and properly drafted.
Forms & Agreements