Research Contracts & Agreements
The Office of Research & Sponsored Programs (ORSP) will assist investigators in the navigation and execution of the various research-related agreements they may encounter.
When is a Contract or Agreement Necessary?
If a Merrimack College researcher desires to receive funding from, collaborate with, or transfer materials/data to/from collaborators outside of Merrimack College, an agreement is a required part of that transaction.
Agreements establish terms around the permitted uses of the materials or data, scope of research, confidentiality, publication/disclosure of research results, and ownership of intellectual property and developed inventions.
Types of Research Contracts & Agreements
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.
Notice of Award: A notification from a sponsor indicating that a proposal has been funded. Notices of award are typically received by OSP, although occasionally a Principal Investigator may be notified directly. If an award notice is received directly by the PI and/or department, it must be forwarded to OSP for review, sign-off, and processing as soon as possible.
Subcontract/Subaward
Agreement documenting legal relationship between Merrimack College and a collaborating organization for the purpose of carrying out a portion of a sponsored award.
Confidentiality & Non-Disclosure Agreements (CDA/NDA)
A legal contract between two or more parties that outlines the obligation to keep certain information shared between them private and not disclose it to any third party, essentially protecting sensitive business or personal details from being revealed without authorization; it’s often used in situations like business negotiations, joint ventures, employment, or when sharing proprietary information.
What it covers: Can include trade secrets, business plans, customer lists, financial information, research data, and other sensitive details.
Data Use & Transfer Agreements (DUA / DUTA)
- Data use: How the data can be used
- Privacy and security: The obligations of the parties to protect the data
- Publication and disclosure: Any restrictions on publication or disclosure
- Liability: Who is liable for any harm that may arise from the use of the data
- Time limits: Any time limits for the use of the data
Material Transfer Agreement
A Material Transfer Agreement is an agreement under which a quantity of a unique, specialized or experimental material (natural or synthetic) may be transferred between the Federal laboratory and another party for commercial evaluation, testing or other uses with or without reimbursement, pursuant to 15 U.S.C. § 3710a (b) (3) (A) and other applicable bureau authorities.
Example Material Transfer Agreement (MTA)
Memorandum of Understanding (MOU)
A Memorandum of Understanding (MOU) is an agreement between two or more parties planning to create a cooperative research and/or educational partnership. MOUs attempt to outline the type of relationship that will be created, the objectives for the relationship, and the actions that each party plans to take to bring the contemplated partnership into existence. MOUs are usually not legally binding agreements, and therefore should not address items such as payment terms, confidentiality requirements, or intellectual property/publication rights.
MOUs can also be a requirement of a grant proposal submission or grant award. The partnership or activity described by the MOU may or may not come to fruition, but, in certain circumstances due to the nature of the agreement, there is no penalty for failure.
IRB Reliance Agreement (Single IRB Policy)
Reliance Agreement: A formal, written document that provides a mechanism for an institution engaged in research to delegate institutional review board (IRB) review to an independent IRB or an IRB of another institution. Institutions that are engaged in human subjects research, where one institution will rely on the other institution’s IRB, must agree to the terms of the Reliance Agreement before research can begin.
Single IRB [sIRB]: An Institutional Review Board that oversees all sites participating in a multisite study.
Multisite: Under the NIH Single IRB Review policy, “multisite” is defined as two or more sites participating in non-exempt research.
NIH Policy
Effective January 25, 2018, the NIH requires use of a Single IRB [sIRB] for the review of NIH-funded multisite studies where each site will conduct the same protocol involving non-exempt human subjects research, whether supported through grants, cooperative agreements, contracts, or the NIH Intramural Research Program. This Policy applies to domestic sites only. Implementation of the NIH sIRB policy is expected to reduce unnecessary administrative burdens and systemic inefficiencies while maintaining appropriate human subjects protections. Under the policy, “multi-site” is defined as two or more sites.
IP Agreement
A Research IP Agreement is a legal contract between parties involved in a research project that outlines the ownership and usage rights of any intellectual property (IP) created during the research process, ensuring clarity on who owns the rights to discoveries, inventions, data, or other outputs generated during the collaboration; it typically specifies how the IP can be used, disclosed, and commercialized by each party involved in the research.
Key elements:
- Ownership allocation: Specifies who owns the IP created during the research, which could be a single entity or shared based on contributions.
- Licensing provisions: Defines the terms under which parties can use the IP, including potential royalty payments for commercialization.
- Publication rights: Determines how research findings can be published, including authorship and attribution requirements.
- Confidentiality obligations: May include provisions to protect sensitive research data and information from unauthorized disclosure.
