Decoding the ABCs of Non-Financial Research Agreements: DUAs, NDAs, and MTAs Explained

Non-financial Research Agreements are legally binding instruments that govern interactions between parties without involving monetary transactions or financial terms. These agreements define the rights of the parties while outlining the terms and conditions for exchanging confidential information, materials, or human subject data, and are crucial for protecting intellectual property, confidentiality, and other non-financial aspects of collaborations. These agreements often address things like intellectual property rights, liability, publication, and confidentiality.

What is being exchanged determines the type of agreement needed. Below are the four types of non-financial agreements we see at Colorado State University (CSU) OSP.

Data Use Agreement (DUA)

DUAs are used for the transfer of Human Subject Data sets. 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; issues around data security and safeguards, and disposition of the data at the end of the agreement. A DUA is required by law for all Data that is even partially identifiable, but no DUA is required by law for the exchange of De-Identified Data.

  • CSU researchers wanting to send or receive data governed by a DUA should submit and approve the DUA Intake Form.

Non-Disclosure Agreement (NDA)

NDAs are for the exchange of information that an entity considers confidential, such as 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 provides confidential information to another party, or two-way, with both parties exchanging confidential information.

  • Researchers wanting to send or receive confidential information with colleagues or entities (e.g., business, industry, potential donors, or sponsors) for CSU research purposes should begin by submitting the NDA Intake Form.

Material Transfer Agreement (MTA)

MTAs are used for the temporary transfer of tangible research material between two entities, which may be Biological, Chemical, Human Tissue, Genetically Modified Organisms, Seeds, and so on. The purpose of an MTA is to both

  1. Protect the rights of the Provider’s Material and to
  2. Limit the Recipient’s Use of the Material to a specific purpose.
  • Researchers wanting to send or receive research material should submit and approve the MTA Intake Form.

Research Related Agreements (RRA)

RRAs are a broad range of ‘everything else’ that constitutes OSP Non-Financial Research Agreements. These include things like Site Access Agreements (SAA) to access operational sites, Memorandum of Understanding (MOU), Bailment Agreements for loaning equipment, Cooperative Research and Development Agreements (CRADAs) with federal government entities, Teaming Agreements for proposal workshare, Educational Partnership Agreements with federal agents, and so on. RRAs are unique, handled individually, and should only be requested when required for the CSU research to proceed.

MOUs are generally discouraged as they often provide no new benefit. However, they may be used for proposal requirements needing proof of commitment from a collaborator that is not a subrecipient.

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. The most common form of agreement acceptance is by Signature between Organizational Officials.

  • Signature Authority (commonly called “Authorized Organizational Representative” (AOR) or “Organizational or Signing Official”) is a strictly limited authority, as CSU is part of the primary government of the State of Colorado. Few positions at CSU have signature authority, and only for specific types of agreements. PIs, Senior Personnel, Department Heads, Deans, etc., do not have signature authority.
  • Note of caution about Clickwrap and Shrinkwrap acceptance of agreements. A Clickwrap acceptance is a digital prompt that offers the individual the opportunity to accept or not accept the agreement terms and conditions. A Shrinkwrap acceptance is when the terms and conditions are included in the packaging, and the Recipient’s acceptance of the package constitutes acceptance of the terms and conditions. CSU employees not empowered to sign on behalf of the Institution should be careful not to accept legally binding agreements via Clickwrap or Shrinkwrap acceptance, as doing so represents an employee exceeding their authority in a legally binding contract.

When in doubt about whether an agreement is needed or if you are prompted to sign or accept an agreement, contact your OSP research administration team or the contracting officer for consultation—we’re here to help.

Quick Tips:

  • If you have questions, ask! 
  • CSU OSP Intake Forms can be submitted by any CSU employee, but the Responsible Faculty member must approve the submitted form. If the submitter is also the Responsible Faculty, the form auto-approves and is transmitted to OSP. No Temporary Employees may serve as Responsible Faculty.
  • CSU faculty must initiate requests for OSP to review and sign Non-Financial Research Agreements; OSP won’t process those without faculty involvement and the appropriate intake form.
  • OSP can only sign research-related agreements. So, for instance, if you need an MTA or NDA for non-research purposes, your point of contact and Signature Authority would be Contracting Services.
  • In general, the Provider of the Material/Data/Confidential Information should provide the Draft Agreement. If CSU is the provider, OSP will supply the draft/template agreement.
  • DUA is for Human Subject Data. Do not request a Data Use Agreement for Confidential Information that happens to be a data set, as an NDA would be the appropriate agreement for exchanging confidential information.

Resources

Blog by Adam Donze, Contracting Officer, OSP