For the main elements and principles to be considered in research collaboration and technology transfer agreements please refer to the Guidelines section. Such agreements are almost always tailor-made and great caution should be exercised before using pre-existing templates. Always consult business developers and/or legal experts in your organisation or network, such as TTO staff or alternatively the CORBEL Innovation Office Team can be called upon for advice.
A good collaboration must be mutually beneficial and based on an actual win-win relationship in which all parties benefit from the work that will be done. Effective collaborative agreement will help all parties understand and accept mutual benefit as a goal, so it is of crucial importance to invest time and effort in preparing the negotiations and Collaboration Agreement (CA) text. The objective of CA is to clarify for all parties what they are trying to accomplish together and to clearly set forth the rules that will govern the collaborative effort. More detailed arrangements are needed on who does what and what rights and obligations apply among the participating parties.
Although agreements for setting up collaborations are almost inevitably a tailor- made process, this Collaboration Agreement Template Tool with Commentary aims to serve as a guidance to identify some of the Collaboration Agreement (CA) main components and assist those who need to assemble a Collaboration Agreement.
Secrecy agreements, known as Confidential Disclosure Agreements or Non-disclosure Agreements, are a standard vehicle for entering into discussions to explore some possibility or enable sharing of confidential information in support of some purpose or goal, usually at an early stage in the partnering process.
To access our confidentiality agreement template, please click here.
Some important features and issues:
- These agreements safeguard the transfer of confidential or sensitive information but do not cover rights to its use except for the, usually limited, stated purpose.
- Thought must be given to whether the agreements should involve disclosure by one or both parties (“1-way” or “2-way”).
- The scope of what is to be disclosed should be carefully described. A too narrow scope can prevent useful interchange and lead to friction. A too broad scope exposes too much of a party’s intellectual activity to potential disclosure and may commit research groups outside the sphere of the intended purpose.
- Another issue is often called “contamination” and refers to potential harm a party may incur by exposing itself to the other party’s confidential information. If a particular subject should turn out to be at a comparable phase of development within both parties, the disclosure may have the effect of restricting a party’s freedom to undertake its “own” development.
- In most cases of interaction between academic institutions and/or industry parties the parties to the agreements should be the legal entities themselves rather than individuals. Personal secrecy undertakings should be avoided wherever possible, for a number of reasons.
- The duration of the secrecy is often an issue. In general, the longer a party is under the obligation for secrecy the more inconvenient it may become and the greater is the risk of accidental disclosure in breach of the agreement. For academic institutions with publication of their own results likely in the short to medium term (relieving the other party of the secrecy obligation) a long duration is unlikely to be required, but industry parties may require longer periods of non-disclosure. Many situations result in a 3-5 year secrecy period.
- Finally, the issue of large penalties for a party disclosing information in breach of the agreement arises sometimes as a requirement, particularly by industry. Although there may be cases where disclosure can arguably result in substantial damage to a company, an academic party will generally be unable to entertain this kind of risk (with public funds).
In case you need further guidance, please refer to the Contact section.
Material Transfer Agreements
At an early stage of investigation, or to explore a possible sideline to ongoing research, it may be desirable to transfer materials (substances, cell lines, biological materials, mouse models, etc.) between parties.
Material and data transfer agreements (MTA/DTA) exist to facilitate the exchange of materials and associated personal data between researchers, as well as to protect the interests of the researchers and their institutions. MTA/DTA is a type of legally enforceable contract setting the terms under which materials and associated personal data may be obtained and used. It provides a mechanism to protect the interests of the owners of discoveries and inventions, while promoting data and material sharing in the research community. MTA/DTA is crucial in health research where human biosamples accompanied by associated personal data need to be transferred and made available for research. If personal data to be transferred is not fully anonymized, transfer and processing of such falls under the GDPR (Regulation (EU) 2016/679 of the European parliament and of the Council of 27 April 2016 which came into force on May 25th 2018) which provides for the requirements that must be observed in such transfers.
To access our material transfer agreement template, please click here.
To access our MTA/DTA for transfer of human biosamples template, please click here.
A tool to design a core material transfer agreement can be downloaded here.
Material Transfer Agreements (MTAs) cover issues relating to the transfer and use of the materials, among which:
- The ownership and rights to the materials and any inventions resulting from their use;
- The scope of their intended use, generally for laboratory or clinical trials within a well-defined scope;
- Safe and ethical practices to be adopted in their use;
- Return of materials after use or agreed disposal procedures;
- Use/publication of results.
Some particular issues, which can arise:
- Rights to any improvements, derivatives or progeny should be carefully agreed;
- Rights of the receiving party to use commercially (licenses) are generally excluded at this stage of collaboration. Nothing should be included which implies such a license;
- The party providing the samples must be clear that in so doing it does not infringe pre-existing agreements of other parties (including within its own organisation) or limit its freedom to conduct its (research) operations.
In case of doubt it may be better to opt for a more comprehensive form of collaboration agreement even at an early stage. This will take longer to negotiate than a "template" MTA but may in the long term be preferable.
If you need further guidance, please refer to the Contact section.