Ancillary Agreements Handled by OCGA

• OCGA's Mutual CDA/NDA Template here
• 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.

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.

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.

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.

• 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.

Note: Agreements may be processed by UCSD Procurement & Contracts if there is a recurring payment to the other party AND the other party is loaning the software to UCSD without requesting any evaluation.

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.