Which Agreement Do I Need?

Confidentiality/Nondisclosure Agreements

A Confidential Disclosure Agreement (CDA) (sometimes referred to as a Non-Disclosure Agreement (NDA) or a Confidentiality Agreement) is a legal contract that governs the exchange of proprietary or confidential information. The agreement is used when there is a need to share confidential or proprietary information with an external party for a limited purpose while protecting it from being disclosed to others or the public. CDAs are often executed in consideration of a future sponsored research project, testing agreement, licensing agreement, grant proposal, or collaboration. Once the Confidential Disclosure Agreement has been properly executed by all parties, the exchange of confidential information can take place. 

Confidential information must be proprietary in nature, such as information an entity owns and needs to be kept from dissemination outside the entity to protect competitive advantages. Examples of types of information exchanged include: 

• Inventions 
• Data 
• Know-how 
• Prototypes 
• Engineering drawings 
• Test results 
• Tools 
• Systems 
• Current and future research plans 
• Specifications 

CDAs ensure that: 

• The subject matter and scope of the disclosure is defined. 
• Intellectual property rights of the receiving organization and the providing organization are addressed. 
• The purpose for which confidential information may be used is limited. 
• Creates obligations of confidentiality among the parties and limits the dissemination or use of confidential information for anything except a specific purpose.  
• The time-frame for discussions, access, and distribution of confidential information to third parties is considered and if acceptable, limited.  
• Export classifications are identified for ensuring compliance with sending or receiving any export-controlled information.  

Data Use Agreements

A Data Use Agreement (DUA) is a legal contract that allows for the exchange of data between universities and other organizations for research purposes. The agreement defines the rights of the providing scientists, recipient scientists, and their respective organizations regarding the original data and results that may arise from the use of the shared dataset. 

DUAs ensure that: 

• The dataset is described and well defined. 
• The purpose for which the data may be used may be limited. 
• The time-frame, access, and distribution of data to third parties may be limited.
• Documentation of the types of data shared by or with MSU is created. 
• IT security requirements required by the data provider are established.  
• Appropriate approvals are in place for the exchange of human subject data being used in research. 
• Export classifications are identified for ensuring compliance with sending or receiving any export-controlled data.   

Special Requirements for the Use of Human Data 

Prior to the transfer of any human data from MSU to an outside institution or organization, MSUT must confirm the informed consent allows for such transfer and the appropriate safeguards are in place if the dataset will involve any protected health information (PHI) or personally identifiable information (PII). If providing human data to an outside institution, be sure to submit the informed consent protocol and MSU’s Institutional Review Board’s (IRBs) determination letter with your agreement request.  

Special Consideration for access to some federally-managed data 

• Large-scale genomic data (e.g. NIH dgGaP and certain NIMH projects) and other data sets which contain NIST 800-171 security requirements (or similar security requirements) need to be utilized in the Regulated Research Enclave (RRE).  
• MSU’s Governance Risk and Compliance (GRC) group will work with researchers to undergo training to onboard into the RRE.  
• The RRE on-boarding process for new users may take one to two months to complete.  
• Once the Data Use Agreement has been properly executed by all parties, the exchange of data can take place. 

Material Transfer Agreements

An MTA is a legal contract that allows for the exchange of tangible research materials, such as chemicals, software, human-, plant- and animal-derived material, or research animals, between universities and other non-profit or for-profit organizations for research purposes. The agreement defines the rights of the providing scientists, recipient scientists, and their respective organizations regarding materials, derivatives, and modifications that may result from using the transferred material. 

MTAs ensure that: 

• Intellectual property rights of the receiving organization and the providing organization are addressed. 
• Special shipping and handling requirements are met. 
• Documentation of the types of materials shared by or with MSU are created. 
• Export classifications are identified for ensuring compliance with export regulations and avoiding delays or penalties in sending or receiving shipments.  
• Health and safety risks are identified and properly addressed as required by law. 
• Researchers, when receiving materials, can conduct and publish their intended research projects. 
• Before execution of your Material Transfer Agreement (MTA), the Office of Environmental Health and Safety (EHS) must approve the transfer.  
• Once the MTA has been properly executed by all parties, the transfer of materials can take place. 

Special Requirements for the Use of Human or Animal-Derived Materials 

Prior to receiving any human materials, faculty members must first route research plans involving human subjects and materials of human origin through the Human Research Protection Program, where the research plan will be reviewed by the Institutional Review Board Committee (IRB).  

If providing human materials to an outside institution, be sure to submit the informed consent protocol and MSU’s Institutional Review Board’s (IRBs) determination letter with your agreement request. MSUT must confirm that the informed consent allows for such transfer.   

Research plans involving the use of live vertebrate animals must first be routed through the Institutional Animal Care and Use Committee (IACUC). This committee ensures that any use of vertebrate animals for any university-related activity conforms to federal laws and guidelines. 

Need Help?

If you’re unsure which unit should handle your agreement or have questions about the process, please contact our MTA/CDA/DUA Agreement Team.