Table 4.

Overview of transactional agreements typically used in Academic-Industry Partnerships and collaborations. The table summarizes agreements between companies and universities only, excluding other third parties.

Name of agreement	Main purpose	Agreement coverage	University office	Process and time investment	Agreement considerations
Confidential Disclosure Agreement or Non-Disclosure Agreement (CDA or NDA)	Exchange of confidential non-public information between two or more parties to facilitate a common objective	Scope and nature of information for disclosure, definition of confidential information, permitted use of information, and consequences for violations.	TTO	Mostly simple and straight forward, complete in days or weeks.	-Ensure all confidential information is marked properly -Beware whom you can share information -Beware for what purposes you can use the information -Ensure confidentiality is maintained even years after the agreement expires
Material Transfer Agreement (MTA)	To access or provide unique proprietary materials and resources	Definition of material or resource, permitted use, limitations on use, rights on materials and derivatives, publication of results and data, and consequences for violations.	TTO	Mostly simple and straight forward, complete in days or weeks	-Do not share received materials or resources with others without formal authorization -Beware of any implications or restrictions on patenting and publication of any results or data obtained with the use of materials
Data Use/Transfer Agreement (DUA)	To govern the transfer and use of data between two or more parties where the data is non-public or is otherwise subject to some restrictions on its use	Scope and nature of data, subject matter of data, ownership, allowed uses for data, publication or patenting of data, clauses about compliance with appropriate regulations, policies and guidelines, term and expiration, data disposal and liability	TTO	Depends on nature of data (proprietary, personal information about human subjects etc.)	-Use caution if data is related to human subjects from a clinical trial, or a Limited Data Set as defined in HIPAA -Different rules may apply based on whether data is proprietary or sensitive -Faculty or staff are often required to sign as Read and Understood -Covers both outgoing and incoming transfer of data
Sponsored Research Agreement (SRA)	To enable collaboration between university researcher/lab and company scientists to advance a common scientific objective	Research plan, parties' contribution and responsibilities, management of IP and data rights, publication, financial terms, ability to change course, dispute resolution, and termination	TTO or SPO	Complex research could make this very involved, complete in weeks or months	-Expectations can change over time -Success can complicate perceptions about contributions to the collaboration which can change -Long term view would benefit the project and parties
Clinical Trial Agreement (CTA)	Establishes drug or device supply for a clinical trial	Terms related to drug or device supply (e.g. quantity, labelling, shipping), reporting, conditions for termination, data and IP rights, liabilities, indemnification, dispute resolution, monitoring, publication, regulatory application and related terms	SPO	Can be very involved with multiple stakeholders from each party, can take significant amount of time as this can involve high risk	-Publication and data ownership must be clear -Allocation of liability needs to be well thought out -Trial monitoring and safety reporting need to be consistent with regulatory requirements -Compliance with laws related to human subject, privacy, and patient personal information

HIPAA = Health Insurance Portability and Accountability Act, IP = intellectual property, SPO = sponsored programs office, TTO = technology transfer office.