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Industry Agreements Handled by OCGA

See a list of industry research agreements handled by OCGA.

If you have a contract you aren't sure about, send it to ocgainfo@ucsd.edu or ocgacontractsupport@ucsd.edu and we can assist with review or triage. Other offices that may handle your agreement include:

Office of Clinical Trials Administration (OCTA)

OCTA may handle your Confidential Disclosure Agreement (CDA/NDA) if it is associated with an industry-initiated clinical trial. For inquiries, email octa@ucsd.edu

Scripps Institution of Oceanography (SIO)

The Scripps Institution of Oceanography Office of Contract and Grant Administration (SIO OCGA) serves as a liaison for all contract and grant activity involving SIO's principal investigators.

For SIO agreements, contact Andrea Lupu: alupu@ucsd.edu.

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Unfunded Agreements

Unfunded Agreements include a wide variety of collaborations.

Researchers often collaborate on research or share research tools with other scientists or institutions without receiving funding. For many unfunded collaborations, a written agreement is beneficial or necessary. Unfunded agreements set out expectations, terms, and requirements to protect the interests of the investigators and the participating organizations. Unfunded agreements from industry might contain restrictive language that may conflict with basic academic and intellectual property rights, and other terms that must be negotiated.

The Subaward Team at OCGA handles these agreements, and you may request one by submitting the Unfunded Agreement Request eForm. If you are unsure, send inquiries to OCGAContractSupport@ucsd.edu

Here are the most common types of agreements: 

  • Confidential Disclosure Agreement (CDA/NDA)
  • Data Use Agreement (DUA)
  • Equipment Loan Agreement (ELA)
  • Software Licensing Agreement (SLA)
  • Memorandum of Understanding (MOU)
  • Teaming Agreement (TA)
  • Unfunded Collaboration Agreement (UCA)

Sponsored Research Agreements

A research agreement with industry is a contract between UCSD and an external, for-profit entity (sponsor) which provides funding for UCSD, and its subcontractors, as appropriate, to perform a research project based upon a mutually agreed upon scope of work and budget for the benefit of both parties.  The terms and conditions of the research agreement are negotiated between OCGA and the Sponsor, and upon execution, serve as the award document for the proposed research project.

Research agreements with industry typically cover the rights and obligations of each party, including, but not limited to: publication, intellectual property, data rights, indemnification, payment of research costs, confidential information, export controls, and period of performance of the project.

A sponsored research agreement is intended to cover a single research project in the laboratory of a UCSD principal investigator. Commonly, a research collaboration agreement is needed when a company and a principal investigator are engaged in similar or complementary research and the company supports the full cost of research in the UCSD laboratory. The primary focus of this type of agreement is to assure that the rights of the parties are protected with respect to retention of ownership and restrictions on dissemination prior to exchange of such information. Non-disclosure/confidentiality agreements are generally only negotiated in advance of a formal research agreement and are generally limited to addressing topics such as the definition of confidential/proprietary information, the manner in which the information will be exchanged, information which is excluded from being considered confidential/proprietary. In the event that prior disclosure is not necessary, appropriate non-disclosure/confidentiality terms will typically be included as part of the actual research or collaboration agreement.

Clinical Trial Agreements

For more information on Clincial Triral Agreements, see the Clinical Trials page.

Center Memberships

A contract between UCSD and two or more outside entities, in exchange for the payment of established membership fees, to become a participating member of a program which supports a specific area of research focus at UCSD. In addition, it also includes UCSD researchers who are interested in participating in the designated area, and may include graduate student participation.

To provide the opportunity for certain companies who are interested in the same field of research to combine their financial resources together, assist in the selection of research projects of interest, and share in the resulting data and information generated from the projects.

For example:

UCSD is planning to create a Center that will devote its efforts to state of the art fusion research. The Director of the Center feels that the specific focus of the research would lend itself to the membership approach and decides to contact 6 companies that could potentially benefit from the Center research.

UCSD is responding to an announcement from the National Science Foundation (NSF) for establishment of research Centers which encourage participation of both Universities and industry. Per the announcement guidelines, Industry is required to cost share a portion of the research costs in exchange for membership in the Center. The amount of the award to UCSD from NSF is based upon the number of industry participants and their respective amount of required cost sharing.

Federal Flow-Through (including SBIR/STTR)

  • A Federal Flow-Through Agreement is an agreement that contains funding provided by a federal agency, for example; Army, Navy, NASA, DOE, NIH, etc., to an entity such as a University, For-Profit, or Non-Profit, to UCSD in support of UCSD's participation in a research project.
  • To cover the rights and obligations of UCSD and the funding entity. The document provided by the funding entity also flows down applicable terms and conditions from the federal funding agency award to UCSD.
  • Federal Flow-Through Contracts Under SBIR/STTR - Small Business Innovation Research (SBIR) and Small Business Technology Transfer (STTR) Program Agreements are subaward contracts or grants with a small business entity to provide a federally-funded subaward to UCSD for a research project. A proposal is submitted by the small business to the federal agency and UCSD prepares and negotiates an agreement with the small business once the small business receives their Notice of Award from the federal agency.

Master Agreements

Master Agreements are research contracts between a single sponsor and UCSD to cover a multitude, or variety, of research projects at UCSD or within a UCSD Department or Center.

The terms and conditions of the master agreement can govern all UCSD projects with the sponsor; therefore, an agreement does not need to be prepared or negotiated for each project, but a master agreement may require a long time to finalize due to its applicability to undefined research projects.

Once the master agreement is finalized, the sponsor will usually require pre-approval of a UCSD principal investigator’s proposal describing the scope of work and other project-specific aspects such as budget and schedule.

Material Transfer Agreements (MTA)

For more information on Material Transfer Agreements, see the MTA website.

Data Use Agreements (DUA)

A Data Use Agreement is a contract for one party to provide access to, or transfer of, data or a data set to a UCSD principal investigator for research purposes. The data may or may not have been published by the providing entity, may be subject to HIPAA obligations, or may have other limited use requirements while still ensuring UCSD’s ability to share or publish its research results. Data use terms may also be included within a larger agreement context, such as a sponsored or collaborative research agreement.

Equipment Loan Agreement (ELA)

An Equipment Loan Agreement is usually an agreement between UCSD and another party that allows that party to loan one or more items of equipment to UCSD for research purposes. 

  • Separate equipment loan agreements are generally only negotiated in cases where a company is providing equipment only and no other research support (e.g., no funding).
  • If the equipment is being loaned/provided as a part of a research project funded by the party providing the equipment or as part of an unfunded collaboration, the loan terms should be included as part of the research or collaboration agreement.
  • Loaned equipment is not automatically covered by the UCSD insurance program, be sure to confirm if and how the loaned equipment will be covered.
  • Note: For situations where party providing the equipment wishes to loan equipment to UCSD without requesting any evaluation feedback in return, these types of Equipment Loan Agreements are processed by UCSD Purchasing.

Memorandum of Understanding (MOU)

An agreement between two or more parties that functions as a more formal alternative to a verbal or "handshake" agreement, also called a Letter of Agreement. However, depending upon the wording, an MOU may have the power of a binding contract. In practice, it acts more as a letter of intent since the usual purpose in the research community is to indicate a common interest in pursuing similar research goals.

Cases where the parties want to have a document which states their intentions to focus their efforts to pursue a common research goal; however such intentions have not progressed to the point where the parties are prepared to make a more formal commitment.

Non-Disclosure/Confidential Disclosure Agreements (NDA/CDA)

  • Also called Proprietary Information Agreements (PIA).
  • A non-disclosure or confidentiality agreement is intended to cover conversations that contain confidential and/or proprietary information from one or both parties and the terms control the disclosure, receipt, and use of the confidential or proprietary information.
  • Commonly, a non-disclosure or confidentiality agreement is needed when the company and a principal investigator are contemplating a research collaboration but first need to exchange information to further evaluate the potential for the research collaboration.
  • The primary focus of this type of agreement is to assure that the rights of the parties are protected with respect to retention of ownership and restrictions on dissemination prior to exchange of such information.
  • Non-disclosure/confidentiality agreements are generally only negotiated in advance of a formal research agreement and are generally limited to addressing topics such as the definition of confidential/proprietary information, the manner in which the information will be exchanged, information which is excluded from being considered confidential/proprietary.
  • In the event that prior disclosure is not necessary, appropriate non-disclosure/confidentiality terms will typically be included as part of the actual research or collaboration agreement.

Software Licensing Agreements (SLA)

  • A Software Licensing Agreement allows for an outside party to provide use of software to UCSD for research purposes, providing both parties mutual benefit from use of software by UCSD.
  • Separate software licensing agreements are generally only negotiated in cases where a company is providing software only and no other research support (e.g., no funding).
  • If the software is being loaned/provided as a part of a research project funded by the party providing the software or as part of an unfunded collaboration, the licensing terms should be included as part of the research or collaboration agreement.
  • If party providing the software is charging any fee it goes through UCSD Procurement & Contracts.

Note: For situations where party providing the software wishes to loan software to the UCSD without requesting any evaluation feedback, these types of Software Licensing Agreements are processed by and through UCSD Procurement & Contracts.

Teaming Agreement (TA)

A contract that formally acknowledges the relationship and participation of two or more parties who are submitting a proposal for research funding to an outside sponsor, such as the Federal government.

Establishing the purpose of each party's participation and which of the parties will be primarily responsible for submitting the proposal and receiving the award, and which party will receive a subaward(s) from the party receiving the award.

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