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Types of Agreements

It is important to remember that agreements are mechanisms by which collaborations areformalized. The discussion that follows will include references to types of agreements that arenot ordinarily thought of as being collaborative. They are included here because there areoccasions in which such agreements are used to formalize one aspect of a collaboration, but notthe entire relationship. There are several types of inter-institutional agreements, some of whichcover a broad array of issues, while others are much more narrowly directed to one or just a fewissues. Here are some examples:

Subawards: These are agreements between an institution that has a sponsored agreement (primeawardee) and another institution to which it transfers a portion of the work. The subawardagreement includes elements of the prime agreement between the sponsor and the prime awardeeby incorporating many of the terms and conditions that have been agreed to by the externalsponsor and the prime awardee. A subaward covers the entirety of the relationship between theprime awardee and the subrecipient. Therefore, a subaward will contain provisions coveringpayments, financial reporting, intellectual property, publication rights, data retention, and manyothers topics.

Teaming Agreements: At the time a funding proposal is submitted to an external sponsor, thecollaborating institutions may execute a teaming agreement. The purpose of this type ofagreement is to indicate general agreement on the nature of the working relationship. Forinstance, it may state that the parties agree to the creation of a scientific advisory board as well aits composition. Teaming agreements can also set forth basic terms related to the ownership ofintellectual property and other programmatic issues such as data sharing. It should beremembered that if the requested sponsored funding is awarded, the prime award may containprovisions that are inconsistent with the terms of the teaming agreement. If that occurs thesubaward must clearly state that the subaward terms supersede those in the teaming agreement.

Collaboration Agreements: While similar to teaming agreements, collaboration agreements areexecuted between institutions irrespective of whether sponsored funding is anticipated. Theycover the same programmatic issues as teaming agreements. In addition, if collaborators fromone institution will be using the facilities of the other institution, collaboration agreements mayinclude the typical provisions of a Facility Use Agreement mentioned below. Collaborationagreements may also have fairly detailed intellectual property terms.

Intellectual Property Agreements:As indicated by the agreement name, intellectual propertyagreements are narrowly defined. Typically, intellectual property agreements are written to coverinventions or other discoveries that may result from a collaboration. While they can covercopyrights (also a form of intellectual property), they frequently do not. Still, the coverage ofintellectual property agreements would be essentially the same for inventions as for copyrights.The basic issue covered is ownership of the intellectual property (i.e. who owns what, and underwhat conditions). Other items addressed would be license rights between the parties, and perhapprovisions on sharing costs and income related to the protection and licensing of intellectualproperty.

Other Agreements Used in Formalizing Aspects of Collaborations

As noted above, the following types of agreements may be collaborative in nature or they may bused to formalize aspects of collaborations. In other situations these agreements are used solely

to define non-collaborative business transactions.

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Data Sharing Plans:These are sometimes a requirement of federal program announcements.Essentially, they contain information concerning the means by which data developed under asponsored project will be made available to others requesting access. While the data sharing planis not, in and of itself, evidence of collaboration, it does open the possibility for newcollaborations to be established based on the data having been shared.

Material Transfer Agreements:A material transfer agreement (MTA) covers situations inwhich one collaborator owns research materials such as a chemical compound or a biologicalsubstance, and has received a request from another collaborator for samples of the material.Frequently MTAs are not a reflection of a true collaboration, but rather a contractual relationshipestablished for the sole purpose of obtaining a given research material. Whether a true researchcollaboration exists or not, the terms and conditions of the MTA are identical, primarily becausethey address institutional rights to intellectual property. The issues addressed are generally (a) anacknowledgement that the provider retains ownership over the original material and anyduplicates of the material created by the recipient, (b) an agreement concerning who owns othermaterials created through the use of the material, and (c) the responsibility for liability that mayoccur in the conduct of research using the material.

Facility Use Agreements:When a researcher from one institution wishes to use a piece ofequipment or a laboratory at another institution, the latter will often require that a facility use

agreement is executed. The provisions of such agreements would cover insurance and liabilityissues, the cost of access, the ownership of intellectual property, and any limitations orrestrictions that may be imposed on the visiting researcher. Frequently, collaborators visit andwork in one anothers facilities for short periods of time. Institutions may find it difficult tobalance the need to facilitate research by encouraging collaborations while at the same timeensuring that its facilities are held harmless from damages, and that the institution is protectedfrom any liability caused by the visiting researcher in the conduct of the research.