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Guide to Agreement Types

 

 

Research Agreement

A research agreement is a legal document detailing the obligations of two or more parties over the course of a research or services project.  It typically has specific deliverables and milestones to be met and dictates how the contracting parties will interact with each other, including payment, and from time-to-time, other issues such as publicity, confidentiality, publication and ownership of intellectual property (including academic and other copyrights, and inventions or patents, and options to license the intellectual property arising from the research).  Agreements may be called by a variety of names, such as sponsored research agreement, contract for services, sub-award, or letter agreement.

The University of Texas at Arlington, rather than a UTA principal investigator (PI), is the responsible contracting party in relation to formal agreements. This means all contracts must be negotiated, reviewed and accepted by the institution rather than by individual faculty. Each agreement comes with terms and conditions which must be thoroughly reviewed prior to acceptance.  While UTA policy and State law give general direction regarding acceptable terms, the nature of the proposed project and sponsor type will ultimately determine how an agreement is written and which office can approve and sign it. 

The University of Texas at Arlington has adopted multiple standard research agreement formats that are consistent with applicable state law, and with national standards, such as those developed by the University-Industry Demonstration Partnership (www.uidp.org), or UIDP.

Sponsored Research Agreement

A sponsored research agreement is a particular type of research agreement, by which a sponsor pays UT Arlington to use UTA’s own facilities and its reasonable best efforts to conduct original, creative research. Sometimes known by the abbreviation “SRA”, this agreement is used for the purposes of funding and conducting faculty directed work for original, creative research at the University.  An SRA may be supported by funding from for-profit sources (e.g. private industry) or non-profit sponsors (such as state or federal government, foundations).

Subcontract Agreement

A subcontract agreement is entered into with another entity for the performance of work that is directly related to the furtherance (enhancement) of the scope of work of a sponsored research project awarded to a prime entity. Sometimes UT Arlington is the awardee and uses subcontractors, and sometimes UTA is a subcontractor to another entity, such as another University or a for-profit entity.

Project Services Agreement (e.g., testing)

A Project Services Agreement is used for testing and services projects involving the use of unique or special University facilities, but not including work for original, creative research. It is particularly useful where the University anticipates no IP or copyright, and intends to make no claim of ownership in data or other results generated under this agreement, and there is no academic publication expected.


Materials Transfer Agreements (MTAs) 

Materials Transfer Agreements are used for materials (incoming and outgoing) exchanged between UT Arlington and other research institutions, commercial companies, etc.  MTAs describe the terms under which UT Arlington researchers and outside researchers can share and work with materials, typically for research or evaluation purposes. Intellectual property rights can be endangered if materials are exchanged or used without a proper MTA.

There are some standard forms UTA has created or agrees with. The Uniform Biological MTA (UBMTA) is a nationally recognized standard agreement for certain incoming or outgoing transfers between institutions that are signatories to the UBMTA. UT Arlington is a signatory to the UBMTA. We encourage this form to be used between academic institutions whenever possible.

Other UT Arlington MTA templates and language exist for transfers between us and non-profit organizations or academic institutions, and transfers to and from for-profit organizations.

General Memorandum of Understanding

An MOU is for use by the Provost and other departments involved in a research project, when entering into an agreement for what are typically non-binding affiliations or collaborations, or where no money changes hands and each party pays its own costs in an affiliation or collaboration.

Non-Disclosure Agreements

NDAs have many titles: Confidentiality Agreements, Proprietary Information Agreements, Secrecy Agreements, and the like. No matter its title, an NDA is a binding agreement, commonly used when two or more parties wish to enter into initial discussions about specific confidential processes, methods or technology, to consider a potential, future relationship, and to agree to restrict the usage and additional disclosure of the shared information, knowledge, or materials.

Facilities Use Agreement

A Facilities Use Agreement is specifically drafted for use by UT Arlington departments and colleges to permit paying sponsors to use University facilities for money or as part of a defined grant or sponsorship. The relationship must be approved by a department chair minimally (sometimes a department requires other approvals also, such as its dean), and is ultimately signed by Office of Campus Operations. This agreement is NOT needed for a general visit, or a single, “one-off” activity.

Independent Contractor Agreement, Consulting Agreement

An Independent Contractor Agreement or Consulting Agreement is used by UT Arlington departments and other units such as a cost center to contract with outside parties and individuals for a wide range of independent contractor services.   This typically includes short term projects or assignments for a particular need as part of a specific research project, including hiring individual contractors.


(Patent) License Agreement

A License Agreement grants to a third party the right to develop and commercialize UT Arlington proprietary technology in exchange for the payment of royalties, licensing fees and expenses to UT Arlington.  The technology to which the third party obtains rights is nearly always patented or patent pending, but rights granted can include trade secrets and know-how.