Model Agreements

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Industry Research Agreement
   Introduction
   Benefit to Industry
   Corporate Identity
   Authority to Contract
   Publication Policy
   Patent Policy
   Costs
   Liability, Risk & Best Efforts
   Project Administration
   Conflicting Interests/Obligations
   Termination

Non-Disclosure Agreements

Material Transfer Agreements

Memorandum of Understanding (MOU)

Equipment Loan Agreement

Teaming Agreement

Data Use Agreement

Industry Research Agreement

This concise summary of broad principles applicable to research agreements between the University of Maryland (UM) and industrial and commercial organizations. The guide was prepared by the Office of Research Administration, with the intent to facilitate our research relationship with your organization. The principles set forth in this guide reflect the university's position as a publiclysupported educational institution, minimizing and reducing modificationsto any future agreements.

Sample Industry Agreement

Sample amendment to industry agreement

Introduction

The University of Maryland has a history of cooperation with industry in the support of research that is consonant with the University's missions of teaching, research, and public service. Cooperative efforts are encouraged because they produce mutual benefits as well as benefits to society. Industry support contributes to the education of scientists, engineers, and others and also to the development of technologies that can be put to practical use by society. Facilitating the transfer of technology is an important goal of the cooperative industry-university relationship.

Our industrial sponsored research projects maintain a balance between industry's search for useful knowledge to be applied toward the development of products, processes and services and the University's pursuit of research as an integral part of the educational process. A valuable benefit of industry-university cooperation is to provide additional research and thesis opportunities for students.

Benefit to Industry

By being involved with UM and its programs, you will:

  • Benefit from the teaching and research activities of UM
  • Increase your visibility as an employer of UM graduates
  • Increase your visibility as a leader in university partnerships
  • Assure the quality of UM's programs as a valuable resource for the future
  • Stimulate research on topics of relevance to your corporate objectives

Corporate Identity

The University of Maryland is the state's flagship institution of higher education within the University System of Maryland.

Preambles of contracts should read "University of Maryland College Park, a public corporation and instrumentality of the state of Maryland, located at College Park, Maryland, 20742."

Authority to Contract

While initial discussions between industrial sponsors and University of Maryland faculty or senior research staff occur in a variety of ways, projects should not be undertaken unless a carefully defined research proposal, including a budget, has been submitted through University internal review procedures and a funding agreement has been negotiated and signed by the authorized representatives of both parties.

Authority to negotiate and execute awards for research on behalf of UM is delegated to the Office of Research Administration and Advancement (ORA).

Publication Policy

It is the policy of UM that instruction, research, and services will be accomplished openly and will lead to the publication and dissemination of the results of academic and research activities. The University nonetheless recognizes the legitimate proprietary concerns of industrial sponsors.

Where appropriate, publications may be reviewed by sponsors in order to protect patent rights. Similarly, on those occasions where the University has accepted a sponsor's proprietary information as necessary background data for a research project, the sponsor may review proposed publications in order to identify any inadvertent disclosure of that data. Procedures would normally allow at least thirty days for such reviews.

Patent Policy

A basic aim of the University's intellectual property policies is to promote the progress of science and technology, to assure that discoveries and inventions are used to benefit the public.

UM has an interest in all inventions of our personnel which are conceived of or first actually reduced to practice as part of or as a result of a University-administered program of research; activities within the scope of the inventor's employment by the University; or activities involving the use of University of Maryland time, facilities, or materials. This includes all funded research projects whether from public or private sources. UM has a right to ownership of any invention in which it has an interest. In cases, where joint inventorship results from collaborative agreements with industrial sponsors, joint ownership terms are negotiated as appropriate. The University will normally grant the right of first refusal to the sponsor for an exclusive or nonexclusive license. Further information about the University's patent, copyright and licensing policies can be obtained by contacting:

Office of Technology Commercialization
University of Maryland
0133 Cole Student Activities Building
College Park, Maryland, 20742
(301) 405-3947, phone
(301) 314-9502, fax
otc@umd.edu
www.otc.umd.edu

Costs

Contracts with sponsors are performed on a "no-profit / no-loss" basis. Therefore, research projects are to incorporate both direct and indirect costs in the research budget.

Liability, Risk and Best Efforts

Since research by its nature is unpredictable and without guarantee of successful results, UM research is conducted on a "best efforts" basis. However, research projects are organized in a manner that is sensitive to the differing time constraints of sponsors.

As an educational institution and a state agency, the University receives no fee or profit on its research. For this reason, and also because it is inconsistent with the best efforts principle, the University cannot accept contract provisions that guarantee results, impose penalties for failure to make progress by firm deadlines, or provide for withholding of payment if the sponsor is not satisfied with the results.

As an instrumentality of the State of Maryland, state laws prohibit the University from accepting provisions which require that we indemnify and hold harmless the sponsor or carry liability insurance in addition to the types and levels established by the State Treasurer.

Project Administration

The collegial environment and effective departmental management within UM assures the highest standards of performance in all research projects. University policies pertaining to health and safety (such as those governing protection of human subjects, bio-safety, occupational and environmental protection and animal welfare) are applicable to all research conducted at the University. Projects are also conducted in conformance with equal opportunity and affirmative action principles. The University has strong financial management programs that insure careful control and accountability of all expenditures.

Conflicting Interests or Obligations

The Maryland Public Ethics Law and University of Maryland Conflict of Interest Procedures, and all other relevant rules and regulations of the State of Maryland govern requirements for investigator financial disclosures.

The University does not accept contracts with blanket provisions that preclude the UMCP investigator from performing research for others in related areas.

Termination

In the event that a funding agreement is terminated by the sponsor for any reason, the sponsor will be expected to reimburse the University of Maryland for all costs incurred to the date of termination and for all uncancellable obligations.

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Non-Disclosure Agreement

This model agreement, approved by the University, is provided for researchers to use when collaborations with companies or other sponsors involve the exchange or disclosure of proprietary information. This agreement ensures that the proprietary information is clearly defined, appropriately protected, and can be removed from the research results so that results may be freely published. 

This agreement requires internal routing and approval by ORA. The University researcher should complete as much of the fill-in information as possible before routing.  When the disclosure involves a University pending patent application, OTC may be the authorized signature instead of ORA. Download Regular NDA.

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Material Transfer Agreement (MTA)

A Material Transfer Agreement (MTA) is an agreement that governs the transfer of tangible research materials between two organizations, when the recipient intends to use it or his or her own research purposes, and when no collaboration between scientists is planned. Further guidance on the use of MTA's can be found under "Guidance to Model Transfer"  and via COGR.

MTA's require their own Coeus routing form, which can be found here MTA Review form.

There are two preferred model MTA's that University of Maryland researchers can use to receive material. Many academic institutions, including UMD, have signed the master Uniform Biological Material Transfer Agreement (UBMTA) in an effort to transfer materials quickly and efficiently. If the institution sending materials is a signatory to the UBMTA, the UMD researcher should complete as much of the fill-in information in the following form as possible before routing.   

When working with industry or an academic institution that has not signed the UBMTA, researchers can use the following "Incoming MTA" form. The University researcher should complete as much of the highlighted fill-in information as possible before routing.  

All incoming MTA's require internal routing and approval by ORA. For any questions regarding incoming material transfers, please contact Brian Falasca, Contract Manager, at bfalasca@umd.edu. When a University researcher is to send University material to another institution, please contact the Office of Technology Commercialization.

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Memorandum of Understanding (MOU)

This model agreement, approved by the University, is provided for researchers to use when collaborating on unfunded or self-funded projects. This agreement broadly describes the responsibilities of both organizations. The MOU requires internal routing and approval by ORA. The University researcher should complete as much of the highlighted fill-in information as possible before routing. For any questions, please contact Brian Falasca, Contract Manager, at bfalasca@umd.edu.  

 

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Equipment Loan Agreement

This model agreement, approved by the University, is provided for researchers to use when equipment is to be loaned by the University to another organization. This agreement ensures that the loaned equipment is clearly defined, appropriately protected, and will be returned under the right circumstances. Additionally, this agreement can be modified for a loan from another organization to the University. The equipment loan agreement requires internal routing and approval by ORA. The University researcher should complete as much of the fill-in information as possible before routing. For any questions, please contact Brian Falasca, Contract Manager, at bfalasca@umd.edu.  

 

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Teaming Agreement

This model agreement, approved by the University, is provided for researchers to use when collaborating with an outside organization on a proposal for sponsored research.  This agreement ensures that the rights of both parties are upheld during proposal preparation and keeps the University paired with that organization for a potentially resulting subcontract (except under certain circumstances).  The teaming agreement requires internal routing and approval by ORA. The University researcher should complete as much of the highlighted fill-in information as possible before routing, following the instructions regarding language to include if the University is the team leader or a subordinate team member.  For any questions, please contact Brian Falasca, Contract Manager, at bfalasca@umd.edu.

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Data Use Agreement

This model agreement, approved by the University, is provided for researchers to use when receiving data from another organization. This agreement ensures that the data is adequately protected from disclosure. The data use agreement requires internal routing and approval by ORA. The University researcher should complete as much of the fill-in information as possible before routing and include the applicable Attachment 2 depending on what type of data is being received. For any questions, please contact Brian Falasca, Contract Manager, at bfalasca@umd.edu.

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