Agreements

D. Non-Disclosure or Confidentiality Agreement

A. Introduction

Contact: Morgan Taylor, Associate Director for Contract Management

All contracts between ETSU and outside entities must be reviewed and approved internally before they are executed by an authorized signatory of the University. Just as Sponsored Agreements must be routed by the PD/PI along with a completed Internal Routing Form to his or her Department Chair or Unit Head and College or Division Dean for review and approval signatures, so must all research-related agreements. This includes all Material Transfer Agreements, Memoranda of Understanding or Agreement, Non-Disclosure Agreements, and Confidentiality Agreements.

It is strongly encouraged that any agreements received from an outside party sponsored and/or research-related be forwarded to the ORSPA (preferably in an editable electronic format) for review prior to institutional routing and approval. The Associate Director for Contract Management will assess the agreement and determine if it contains language prohibited by either the State of Tennessee or the Tennessee Board of Regents (TBR), or if language required by the same is absent from the agreement. ORSPA will attempt to negotiate with any outside party to bring the written agreement into compliance with State and TBR requirements. Once successfully negotiated, the final agreement will be provided to the PD/PI for internal routing and approval and, ultimately, the signature of the Vice Provost for Research and Sponsored Programs.

If ETSU is initiating a research-related agreement, the PD/PI should contact the Associate Director for Contract Management in the ORSPA to discuss the intent of the agreement so that the appropriate agreement type can be drafted and negotiated if need be, prior to internal routing and approval.

Under no circumstances should a PD/PI or any other ETSU employee sign an agreement on behalf of ETSU. The Vice Provost for Research and Sponsored Programs has the delegated signature authority for all sponsored and/or research-related agreements entered into by the institution.

B. Material Transfer Agreements

A Material Transfer Agreement (MTA) is a contract that governs the transfer of tangible research materials between two organizations, when the recipient intends to use it for his or her own research purposes. The MTA defines the rights of the provider and the recipient with respect to the materials and any derivatives. Biological materials, such as reagents, cell lines, plasmids, and vectors, are the most frequently transferred materials, but MTAs may also be used for other types of materials, such as chemical compounds and even some types of software.

The Associate Director for Contract Management in the ORSPA in collaboration with the Vice Provost for Research and Sponsored Programs (the institution's intellectual property officer) negotiates all MTA's received or initiated by ETSU. Any MTA resulting from the purchase of research materials or a transfer of materials from an industry sponsor or another university or research institute should be forwarded to the ORSPA for review and negotiation. If you plan to transfer research materials to a collaborator outside of ETSU, the terms of that transfer should be documented by a MTA prior to the transfer. Please submit a MTA Request Form to the ORSPA to initiate the process.

C. Memoranda of Understanding/Agreement

If contemplating a collaborative project with an outside organization or if engaged in an informal collaboration already - it is advisable to capture and formalize the intent and expectations of the collaboration through the execution of a Memorandum of Understanding (MOU) or Memorandum of Agreement (MOA). While these agreements may include an expression of intent to seek external funding, no exchange of funds is committed under these agreements. Rather, they address and formalize issues including but not limited to:

The purpose of the collaboration;
The term and termination of the collaboration;
The responsibilities of the parties involved;
The scope of work contingent upon receipt of external funds;
Access to resources;
Any agreement to work together on applying for extramural funding;
The management of any intellectual property;
The applicability of US export control laws and regulations;
Non-discrimination.

The PD/PI should contact the ORSPA to request the review and negotiation of an MOU or MOA received from their collaborator or to request that an MOU or MOA be drafted and negotiated. Either way, the Associate Director of Contract Management will work with you and your collaborators to establish an appropriate agreement.

D. Non-Disclosure or Confidentiality Agreement

Prior to discussing a potential collaboration with a for-profit entity or whenever proprietary information is involved, a confidentiality agreement should be executed between the parties involved in order to control and protect the parties' rights to their respective intellectual property and confidential information. A confidentiality or non-disclosure agreement should be fully executed prior to any exchange of information or discussions. There is no specific scope of work described and no funding is committed. It is often put in place for the purpose of evaluating resources and capabilities to determine whether a research collaboration can exist. Without such protection, any disclosed information is open for use by the receiving party.

For-profit (industry) sponsors routinely initiate confidentiality or non-disclosure agreements prior to discussing a potential research collaboration with university researchers. PD/PI's should forward any draft agreements received by a potential sponsor to the Associate Director for Contract Management for review and negotiation prior to routing the agreement for approval and institutional signature.

Prior to exploring academic research collaborations, including the preparation of collaborative research grant applications, PD/PI's should contact the Associate Director for Contract Management to discuss the need for a confidentiality or non-disclosure agreement. Executing such an agreement prior to the development of a research proposal will protect the intellectual property contributed to the collaboration by both parties. The Associate Director for Contract Management should be contacted to draft and negotiate an appropriate agreement.

Research-Related Agreements