Agreements—including Confidential Disclosure Agreements, Material Transfer Agreements, Data Use Agreements, and license agreements—serve distinct and complementary roles at different stages of engagement with external partners.
Early engagement with TCO helps ensure that the appropriate agreements are in place before confidential information, research materials, or data are shared and prior to commercialization activities.
TCO works closely with the Office of Research to ensure these agreements are appropriately coordinated and aligned with sponsored research activities, intellectual property development, and long‑term commercialization goals.
Types of Agreements
The agreements described below govern the exchange and use of intangible resources (such as confidential information and data) and tangible resources (such as research materials). Together with license agreements, they support responsible collaboration, compliance, and effective technology transfer.
A Confidential Disclosure Agreement (CDA)—also commonly referred to as a Non‑Disclosure Agreement (NDA)—protects proprietary or non‑public information shared during discussions with external parties. CDAs enable open communication while preserving intellectual property rights prior to a license or other formal collaboration agreement.
When to request a CDA:
A CDA should be requested before sharing or receiving any non‑public information, including:
- Technical details of an invention or research concept
- Proprietary business or commercial information
- Unpublished research data or know‑how
- Information exchanged during early‑stage discussions related to licensing, sponsored research, or collaboration
CDAs are typically used during initial or exploratory discussions and often precede license negotiations or sponsored research agreements.
A Material Transfer Agreement (MTA) governs the transfer of tangible research materials between a provider and a recipient. Covered materials may include reagents, plasmids, cell lines, chemical compounds, biological samples, or certain types of research software.
Material transfers may occur between the University and industry partners, hospitals, government entities, or other academic institutions.
When to request an MTA:
An MTA is required before physical or digital materials are transferred, including when:
- The University provides materials to an external organization
- The University receives materials from an external organization
- Materials are shared for evaluation, research, validation, or collaborative development
MTAs help protect intellectual property by defining permitted uses, ownership of results, publication rights, and how materials may be used in future research or commercialization activities, including licensing.
A Data Use Agreement (DUA) governs the access, use, and sharing of research data between the University and external parties. DUAs are commonly used when data cannot be fully shared publicly due to confidentiality, privacy, regulatory, or contractual considerations.
When to request a DUA:
A DUA should be used before sharing or receiving data, including:
- Research datasets generated by the University
- Data containing sensitive, confidential, or restricted information
- Human subject or clinical data subject to privacy or regulatory requirements
- Data shared for research, validation, or commercial evaluation purposes
DUAs define permitted uses, data security requirements, restrictions on redistribution, publication terms, and ownership of derivative works, and may support future licensing or commercialization activities.