Agreement Types

There are several types of research-related agreements that researchers, faculty, and administrators may encounter. They vary by the goal and nature of the engagement, as well as the identity of the other party. Principal Investigators and research staff should check with their department/SPA office BEFORE signing any type of agreement, as the agreement may require review by the OGC, OTD, or other University office. This includes, but is not limited to collaboration, consulting or related service agreements (involving faculty contracted through Harvard), equipment, license, research and Visitor Participation agreements, DUAs, MTAs, NDA/CDA, and MOUs.

 

Agreement Identification Tool

WAIT: Web-based Agreement Identificaton Tool was designed to assist researchers, faculty and administrators with the identification and internal routing of legal agreements at Harvard. This tool is designed for usage university wide. Appropriate routing information will be provided regardless of the submitting office with which you work.

 

Signing Authority

Your first point of contact for reviewing and signing any agreement should always be your SRA. However, please see Negotiating and Signing Authority for Agreement Related to Research, to identify the responsible parties for coordinating the review and signature of research related agreements at Harvard.

 

Types of Research Agreements

Confidentiality/Non-Disclosure Agreement (CDA/NDA)

An agreement under which a party (“Disclosing Party”) agrees to give a second party (“Receiving Party”) confidential information about its business or products for a particular purpose, usually evaluation of a future business opportunity, purchase, or collaborative engagement. A non-disclosure agreement may be mutual, providing for the exchange of information by both parties, or specify that only one party will be providing information. The Receiving Party agrees to hold the information in confidence, often for a specified period of time, and to use it only for the stated purpose. No funds are exchanged.

 

Data Use Agreement (DUA)

An agreement under which a party (“Data Provider”) agrees to give a second party proprietary or confidential data for a specified research or academic purpose. A data use agreement will specify the scope of data to be disclosed, the access requirements and non-disclosure obligations, and the purpose for which the data is to be used. If human subjects' data is to be disclosed, the data use agreement may detail IRB and other applicable regulatory requirements. Data Providers may charge for data access, or the data may be provided at no cost.

Read more: Data Use Agreements

 

Material Transfer Agreement (MTA)

An agreement under which one party (“Provider”) agrees to give a second party (“Recipient”) materials for use for a specified research or academic purpose. The agreement defines the rights, obligations, and restrictions for both the Provider and Recipient with respect to the materials being exchanged. Material transfer agreements are not used for the purchase of commercially available materials.

Read more: Material Transfer Agreements

 

Memorandum of Understanding (MOU)

A non-binding agreement, letter or similar document that sets forth two or more parties’ intent to collaborate or pursue some future activity. A memorandum of understanding may provide a description of the proposed collaboration or future activity, but does not obligate the parties to perform or deliver the project, except as may be set forth in a subsequent legally-binding agreement. A memorandum of understanding may expressly state that it is non-binding or otherwise reference the parties’ lack of legal obligation.

Read more: Memorandum of Understanding

 

Participation Agreement (PA and VPA)

Individuals who perform research at Harvard and/or who may create intellectual property through the use of Harvard resources are subject to certain University policies and, in some cases, to the terms of agreements between Harvard and third parties (e.g., other institutions, organizations or companies).  Such policies cover, for example, the ethical conduct of research, publication of research results, retention of research records and handling of intellectual property.  Among these policies is the University’s “Statement of Policy in Regard to Intellectual Property” (or “IP Policy”), which governs patentable inventions, copyrightable works and tangible materials made through the use of funds, facilities or other resources provided by or through Harvard.  

Each person performing research at Harvard should sign either the Participation Agreement (PA) or the Visitor Participation Agreement (VPA) as applicable.

 

Services Agreement

An agreement under which one party (“Purchaser”) procures the services of another party (“Service Provider”) to complete a specified scope of work. The services procured are generally of the type provided by the Service Provider to a range of customers in its normal course of business. Payment is contingent on the Service Provider’s performance. Work is conducted pursuant to the specifications of the Purchaser, and the Purchaser typically will own all outputs delivered by the Service Provider in performance of the agreement.

 

Sponsored Research Agreement (SRA)

An agreement (which may be classified as a grant, contract or cooperative agreement) under which one party (“Sponsor”) provides funding to a second party (“Awardee”) to support the performance of a specified research project or related activity (e.g. conference, policy development). The Sponsor may be a foundation, government agency, for-profit entity, research institute, or another university. A sponsored research agreement will contain a statement of work, budget, and period of performance, and will stipulate reporting requirements, intellectual property rights, and any other Sponsor terms and conditions applicable to the funding. Funds must be spent in accordance with the budget, and the agreement may require that any funds not expended towards the project be returned to the Sponsor.

Read more: Notice of Award

 

Unfunded Research Agreement

An agreement under which two or more parties agree to collaborate on a defined research project. The agreement will typically contain a statement of work, period of performance, and IP ownership terms, and may provide for the commitment of effort, provision of resources, visiting researchers, or other exchange of value in support of the collaboration. Each party is responsible for its own costs in connection with the research.