2/24/24, 10:30 AM Types of Agreements – Office of Research and Innovation

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Types of Agreements

Allocation of Rights
sections
Collaborative Research Agreement
Consortium Agreement
Data Use Agreement
Interagency Cooperation Contract
Material Transfer Agreement
Memorandum of Understanding
Non-Disclosure Agreement
Service Agreement
Sponsored Research Agreement
Subaward Agreement
Teaming Agreement

Allocation of Rights

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An Allocation of Rights (AOR) document is a

non-monetary agreement establishing the
rights between parties to existing
(background) and future (foreground)
intellectual property. Generally, IP will be
discussed in funding agreements in
conjunction with the rest of the terms and
conditions. When IP rights are necessary to
establish prior to an award document, an AOR
is used. An AOR typically grants each party
use of project IP nonexclusively and without
compensation for the performance of the
project. It also contains an option to negotiate
an exclusive license in a separate agreement.
If you are submitting an SBIR or STTR proposal,
an AOR will be required before an executed
letter of commitment is provided to the
company. This is necessary to ensure all
Background IP is identified and protected,
while also establishing rights to Foreground IP.
Since SBIR and STTR Proposals are federally
funded, the Bayh-Dole Act set forth at 37 CFR
401 will be used which states what we invent,
we own, what you invent, you own and jointly
created inventions are jointly owned.

Office of Sponsored Projects: Allocation of Rights Ag

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Collaborative Research
Agreement
Collaborative Research Agreements (CRAs)
are contracts between UTD and one or more
organizations that are cooperating in the
conduct of a research program. The
agreement describes the actions that each
organization has agreed to undertake, and
defines the obligations each party has to the
others participating in the collaborative
research effort.

Collaborative Research Agreements may

include terms governing the following:

Scope of work to be conducted

Schedules and deliverables
Publication of the research results
Intellectual property arising from the
research collaboration
Care of data and confidential
information exchanged during the
research
Transfer of materials among the
collaborating organizations
Compliance with export control and
other laws and regulations
Rights and procedures to terminate the
project

The process for drafting, reviewing, and

negotiating the CRA can be brief or lengthy,
depending upon the complexity of the
proposed collaborative program and what

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the participants expect to obtain from the

CRA.

Consortium Agreement
A Consortium Agreement is a contract that
enables multiple sponsors (usually non-
federal organizations) to participate together
in supporting research and equally share the
outcomes of the research. However, having
more than one sponsor involved in a research
project does not automatically convert the
program into a consortium.

Consortium Agreements are similar to

Sponsored Research Agreements (SRAs)
involving a single sponsor, except that
Consortium Agreements provide for the
sharing of obligations, rights, and benefits
among all consortium members.

Consortium Agreements include terms

governing the following:

A general description of research to be

conducted under the Consortium’s
funding (Some, but not all, consortia
provide options for the member to fund
sole-sponsor projects)
Cost of membership, with payment
obligations and schedule
Management of the consortium and
members’ role in governance
Publication of the consortium’s research
results

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Intellectual property rights arising from

the consortium’s research
Compliance with export control and
other laws and regulations
Rights and procedures to terminate the
consortium or membership

Data Use Agreement

A Data Use Agreement (DUA) is a non-funded
agreement between two parties where either
one or both parties exchange data securely. A
DUA is needed to exchange data to or from
the University whether or not the data is
considered confidential but should always be
used if the data is non-public or restricted.

DUA terms need to protect confidentiality

when necessary, but permit appropriate
publication and sharing of research results in
accordance with University policies,
applicable laws and regulations, and federal
requirements. DUAs are similar to
confidentiality agreements in that they restrict
the use and disclosure of the data set, and, in
some cases, an NDA format may be used as a
starting point to build a DUA appropriate for
the transfer of data.

To expedite the DUA process, UTD

investigators are asked to complete a DUA
intake form and create a record in the OAR
portal.

Interagency Cooperation
Contract
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An Interagency Cooperation Contract (“IAC”

or “ICC”) is a written agreement between
agencies of the State of Texas under which
goods or services are provided. Most IACs
involving UTD are with another component
institution of The University of Texas System,
but they can also be issued directly by the
State. An IAC must specify:

The kind and amount of services to be

furnished,
The basis for computing reimbursable or
fixed costs, and
The maximum cost during the period of
the contract.

All IACs for research or research related

services are reviewed, negotiated, and
finalized by the Office of Sponsored Projects.

Material Transfer
Agreement
Material Transfer Agreements (MTAs) are
contractual documents used for the
acquisition of various biological and research
materials, and occasionally data, developed
by nonprofit, government and private industry.
Often these materials are a necessary
component of a research project and are
available only from a sole source, often
industry. Industry may view their materials as
important proprietary resources, and may
want to assert ownership of any inventions
made with those materials, or restrict
publication of unfavorable results. Universities
will want to ensure that MTA terms permit full
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dissemination of research results, and do not

conflict with other University policies. Because
of these differing views of MTAs, the necessary
negotiations to accommodate the needs of
both parties can be time consuming. The
usual areas of negotiation relate to
publications, use of the research results, and
the ownership of the technology generated by
the research. UTD is a state entity that
receives a high proportion of its research
funding from the federal government.

At UTD, OSP reviews and approves all MTAs. To

expedite the process of negotiation, UTD
investigators are asked to complete an MTA
intake form when requesting incoming
materials or complete an MTA Outake form
when UTD materials will be transferred outside
the institution and submit through the OAR
portal.

Memorandum of
Understanding
A Memorandum of Understanding (MOU) is a
contract between two or more parties
planning to create a research or educational
partnership. The MOU outlines the type of
relationship that will be created, the objective
for the relationship and the responsibilities of
each party. The MOU is not a legally binding
agreement and therefore should not address
formal plans for compensation, confidentiality,
or intellectual property and licensing rights.
These types of agreements are sometimes
referred to as “gentlemen’s agreements” and
are most usually entered into between

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institutions of higher education, with

individuals, or with local school districts, and
can sometimes be a requirement of a grant
proposal submission or grant award. The
planned activity may or may not come to
fruition as described in the MOU, however
there is no penalty for failure.

Non-Disclosure
Agreement
A Non-Disclosure Agreement (NDA), also
sometimes referred to as a confidential
disclosure agreement (CDA) or a
proprietary information agreement (PIA), is
a legal contract between at least two parties
which outlines confidential materials or
knowledge the parties wish to share with one
another for certain purposes, but wish to
restrict from generalized use.

In other words, it is a contract by which the

parties agree not to disclose information
covered by the agreement. As such, an NDA
can protect non-public information of various
types. NDAs can be “mutual”, meaning both
parties are planning to exchange confidential
information with the other, or they can be
one-way, meaning that only one party will be
disclosing confidential information.

In the United States, potentially valuable

intellectual property rights may be forfeited if
key research information about a potential
UTD invention is disclosed prematurely. In
advance of meeting with others to discuss
collaboration on particular research topics, or

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to discuss the commercial aspects of UTD

inventions, UTD researchers should make sure
to get an NDA in place stating that the parties
will not disclose/use designated confidential
information.

Only persons with delegated signature

authority can enter into a NDA on behalf of
UTD. At UTD, NDAs must be submitted to either
the Office of Sponsored Projects (OSP) (if the
subject matter is potential collaborative
research involving UTD resources) or the
Office of Technology Commercialization
(OTC) (if the subject matter is licensing of UTD
owned technology) for review and signature.
To expedite the process of negotiation, UTD
investigators are asked to complete an NDA
intake form and create a record in the OAR
portal.

Frequently Asked Questions

Service Agreement
Service agreements are legally binding
contracts used for the sale of a good or
service (fee for service) from the University to
an external entity. These agreements include
standard university requirements and terms
and conditions relevant to the current work.

Eligible service activities may include

consulting, work for hire, testing, analysis,
equipment use, specific training, etc. The work
may be similar to sponsored research
projects, but without scientific investigation or
conclusions. The labs and personnel used are

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normally engaged in research, development

and creative works yet have excess capacity
to handle additional work for external entities.

Service agreement rates are established by

conducting a rate study through the Office of
Finance. To expedite the service agreement
process, UTD investigators are asked to
complete an intake form and create a record
in the OAR portal.

Sponsored Research
Agreement
A Sponsored Research Agreement (SRA) is
entered into when an outside institution,
typically industry, provides funding to UTD to
support a specific research project with an
expectation of receiving reports or certain
deliverables. While initial discussions between
industrial sponsors and UTD faculty or senior
research staff occur in a variety of ways,
projects should not be undertaken unless a
carefully defined research proposal, including
a budget, has been submitted through UTD
internal review procedures and a funding
agreement has been negotiated and signed
by the authorized representatives of both
parties.

OSP negotiates the terms of the SRA, ensuring

compliance with UTD and UT System policies.
SRAs typically include terms governing the
following:

Scope of Work and Budget for the project

Reporting or deliverable requirements
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Payment terms and invoicing schedules

Publication rights
Intellectual property generated from the
project
Use and treatment of confidential
information disclosed during the project
Compliance with federal export control
laws and other regulations
Termination of the agreement or project
Indemnification
Choice of governing law
Other items as appropriate for the
specific project

Subaward Agreement
A subaward is an agreement with a third-
party organization performing a portion of a
funded UTD research project or program. The
terms of the relationship (sub-
grant/subcontract) are influenced by the
prime agreement, and all subawards must be
monitored to ensure that the subrecipient
complies with these terms. A subrecipient
works collaboratively with the prime award
recipient to carry out the scope of work as
proposed.

Just because another entity is involved in

carrying out a sponsored project does not
mean that a true subrecipient relationship
exists. Since it is sometimes difficult to tell the
difference between a subrecipient and a
vendor, it is easy to confuse the two. This can
lead to problems managing a sponsored
project so it is important to ascertain if the

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work to be carried out meets the definition of

a subaward at the proposal stage.

Questions to ask before including a subaward

in a proposal:

Does the entity commonly provide these

goods and/or services as part of their
normal business operations?
Does the entity provide similar goods
and/or services to other purchasers?
Does the entity compete with
comparable entities to provide the same
goods and/or services?
Are the goods and services being
provided by the entity secondary to the
central purpose of the project?
Is the entity’s work carried out according
to the Prime’s specifications using
standard operating procedures?

If the answer to any of these questions is “yes,”

the entity fits the profile of a vendor and a
subaward will not be the best solution. If a
vendor relationship is required remember that
indirect costs will need to be charged on the
entire amount of the transaction. If you are
unsure which type of relationship is most
appropriate, please contact your Grants
Specialist.

Teaming Agreement
A Teaming Agreement (TA) is a binding
agreement between one or more
organizations that are joining together to
propose a new cooperative research project
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to a prime sponsor — often a federal

government agency — in response to a
competitive request for proposal (RFP). The
lead proposing organization usually drafts the
TA.

TAs specify the RFP which will be addressed by

the team, the objectives for each member of
the team, the proposal to be generated by
the team, and the actions and deliverables
required from each party.

TAs require that if the RFP is awarded to the

lead proposing organization, that organization
will issue a subcontract to UTD for UTD’s share
of the proposed research unless the prime
sponsor specifically disallows UTD’s
participation.

The resulting proposal may or may not win

the award; under a TA, UTD receives no
funding for its proposal preparation efforts.

The time period for reaching agreement on a

TA is usually driven by the proposal
submission deadline. TAs typically expire when
the prime sponsor selects or rejects the
team’s proposal.

Office of Research and Innovation

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800 W. Campbell Road

Richardson, TX 75080
972-883-4570
research@utdallas.edu

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