CONTRACTS

Research Initiatives & Services (RIS) provides negotiation support to researchers participating in projects requiring a research contract. The most common types of contracts are listed below.

Common Types of Contractual Documents

Partnership and Network Applications and Agreements

• Formal research partnerships between academic institutions, industry and other partners that advance knowledge and understanding on critical issues.
• Generally involve multi-party agreements covering publication rights, intellectual property, and other contractual terms amongst all the various parties.

Sponsored Research Agreements

• Memorial/researchers retain ownership of intellectual property, but agreement does allow provision of licensing depending on sponsor contributions.

Collaborative Research Agreements

• Research project is collaborative in nature.
• Roles and responsibilities of each party are outlined in the agreement.
• Intellectual property may be shared between Memorial/researchers and other party(s) to the agreement.

Clinical Study Agreements

• Research involving human subjects or associated information.
• Industry and non-profit sponsored clinical studies are subject to dual review and sign-off by Memorial University and Eastern Health.
• Typically include terms and conditions consistent with those found in a research contract.
• Can be sponsor or investigator initiated; indirect costs apply at the rate of 25% on total project costs (see: policy on Indirect Costs of Contract Research).

Non-Disclosure Agreement (Confidential Disclosure Agreement)

• Agreement to protect the confidential information shared between parties for a certain purpose.
• It does not permit publication of the information shared under this agreement.
• Can be either a mutual agreement (meaning both parties will be supplying confidential information to the other) or the agreement may be unilateral.

Data Transfer/Sharing Agreements

• Contract to permit the transfer of data from one party to another.
• Data is typically non-public or subject to some restrictions with respect to its use.
• Contract terms protect the confidentiality of the data when necessary but normally also permit publication and sharing of research results.

Material Transfer Agreements

• Contract to permit the transfer of materials from one party to another.
• MTA defines the rights of the provider and the recipient with respect to the materials and any derivatives.
• The terms of the MTA normally allow full dissemination of research results.

Funding Transfer Agreements

• A transfer of funds to or from an organization for a research project.
• If a project’s funding is Tri-Agency (SSHRC, NSERC, CIHR):
  Memorial is bound by the Tri-Agency Financial Administrative Guide [http://www.nserc-crsng.gc.ca/Professors-Professeurs/FinancialAdminGuide-GuideAdminFinancier/index_eng.asp]. There are approved processes available to assist with the transfer.
• If a project’s funding is not Tri-Agency, other terms and conditions will apply.

Subcontracts

• Contractual agreement for services to be performed by a subcontractor.
• Subcontract will typically bind the subcontractor to the prime funding agreement.

Negotiation Process

Research Initiatives & Services (RIS) reviews and negotiates terms of research contracts and agreements in consultation with the researcher and their academic unit. RIS strives to ensure that the best interests of the researcher and the university are protected.

Execution (signature) of a research contract/agreement sometimes requires negotiation of certain clauses with the external sponsor. Clauses that often require review and negotiation are those that reference:

• Publication rights
• Intellectual property
• Confidentiality
• Indemnification
• Indirect costs
• Financial reporting requirements
• Governing laws

RIS works closely with groups such as legal counsel, the Office of the Vice-President (Research), Enterprise Risk Management, the relevant academic unit and the sponsor, while striving to resolve outstanding issues in a timely manner.

Amending a Contract

Contract amendments are required if any of the terms and conditions of the original contract need alteration. Contract amendments require sign off by Research Initiatives & Services. The process for review and negotiation (if required) for amendments is the same as followed for contracts.

A contract amendment may be initiated by the researcher or by the sponsor. RIS is to be engaged in the amendment process as soon as it is known that an amendment is required. If the amendment is researcher initiated, RIS will coordinate submission of the request for amendment to the sponsor. Approvals of the researcher as well as that of the academic unit are required prior to submission of the request for amendment.