Research Agreements

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.

WAIT: Web-based Agreement Identification Tool - WAIT is a web-based application designed to assist researchers, faculty and administrators with the identification and internal routing of legal 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

Additional resource from COGR: Materials Transfer in Academia:  20 Question and Answers

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.

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.

Signing Authority

To identify the responsible parties for coordinating the review and signature of research related agreements at Harvard, please see Negotiating and Signing Authority for Agreement Related to Research.