Non-financial agreements are generally no money or no fee agreements used to exchange information or tangible items from one party to another. These agreements define the rights of the parties to the agreement while setting the terms of the agreement. The type of information to be exchanged, as well as privacy around that information, determines the type of agreement needed.

Below are just a few types of non-financial agreements we see at Colorado State University (CSU).

Data Use Agreement (DUA)

DUAs have reached prominence in the U.S. over the past five years and are primarily used for the transfer of data sets that include identifiable information from human participants. In general, data use agreements include what data will be released or shared; who has ownership of the data; what personal identifiers, if any, will be included; the purposes for which the data may be used; with whom the data may be shared; and issues around data security and safeguards. As with other non-financial agreements, DUAs address the terms of the agreement including disposition of the data at the end of the agreement.

CSU researchers wanting to share data sets or receiving a DUA should contact the Office of Sponsored Programs (OSP) in order to review DUA terms and conditions.

Non-Disclosure Agreement (NDA)

NDAs are for the exchange of information an entity considers confidential such a new product or software that is being developed, a unique lab or manufacturing process, data results, client information and so on. NDAs can be one-way in which one party is providing confidential information to another party or two-way with both parties exchanging confidential information.

Researchers wanting to share confidential information with colleagues or entities (e.g. business and industry or potential donors or sponsors) should contact the OSP to discuss putting an NDA in place prior. Additionally, if researchers are approached by an individual or entity wanting them to sign an NDA, they should have the OSP review prior to signing.

Material Transfer Agreement (MTA)

MTAs came into being primarily after the Bayh-Dole Act of 1980. They are used for the transfer of tangible research material such as reagents, cell lines, animal models, software, etc. between two entities. An MTA defines the rights of the provider and recipient with respect to the materials and any derivatives.

Researchers wanting to share research material should complete the MTA Information Sheet found on the OSP website. Depending on the nature of the material to be shared and the conditions around use and confidentiality, OSP staff will initiate an MTA as appropriate. Researchers receiving an MTA should contact the OSP for review and signature of the MTA.

Final Considerations

For all the agreement types listed above, we as individuals and as an Institution should carefully review the terms and conditions prior to signing any agreement. Additionally, it is important to be aware of who at the Institution is authorized to enter the Institution into a legally binding agreement.

One final note concerns the digital age in which we live and Clickwrap agreements. A clickwrap or clickthrough agreement is a digital prompt that offers the individual the opportunity to accept or not accept agreement terms and conditions. With clickwrap agreements, there is no opportunity to change the terms of the agreement. Like other agreement types, clickwrap agreements are legally binding contracts which include terms and conditions that have held up when legally challenged.¹

When in doubt about if an agreement is needed or if you are prompted to sign or accept an agreement, contact the OSP for consultation- we’re here to help.