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Non-Financial Agreements (NFA)

In addition to awards that provide funding for University projects, the Office of Sponsored Programs processes agreements for a variety of non-monetary arrangements in relation to the conduct of research. NFAs regularly include conditions for control of proprietary information, publication, future intellectual property rights, insurance and indemnification and/or other limitations. The Office of Sponsored Programs is responsible for reviewing and approving these agreements. Non-financial agreements come in various types, suited to specific purposes, as described in the following sections.

Material Transfer Agreement (MTA)

An MTA is used to govern the transfer of tangible materials from/to an organization, where the recipient intends to use the materials for research purposes.

The MTA defines the rights of the provider and the recipient with respect to the materials and any derivatives. Biological materials, such as reagents, cell lines, plasmids, and vectors, are the most frequently transferred materials, but MTAs may also be used for other types of materials, such as chemical compounds and even some types of software. This category also includes orders processed through material repositories such as Addgene, the non-profit plasmid repository.

When investigators want to obtain material for their research from outside the University, they should contact the Office of Sponsored Programs (OSP) at OSP is responsible for entering into agreements for incoming materials.

OSP has signed a Master Reception Agreement with Addgene. This agreement covers all requests for materials from Addgene that fall under the standard Uniform Biological Material Transfer Agreement (UBMTA) terms. Because OSP has signed this master agreement, individual standard Addgene MTAs no longer need to be processed through OSP. Investigators may request material directly through the Addgene online system. When material is requested, investigators will be asked to acknowledge the terms of use and assert that applicable compliances are in place. Addgene will then distribute the material to the investigator. Addgene will inform OSP when materials have been requested but OSP will not administer or track the individual orders.

If/when investigators choose to make their materials available to others they should contact the Cornell Center for Technology and Licensing (CTL) at 254-4698. CTL is responsible for the licensing and use of Cornell intellectual property.

Process for negotiating an MTA

Non-Disclosure Agreement (NDA)

An NDA is used to demonstrate an agreement to restrict disclosure of specific information exchanged confidentially for research purposes. The NDA is commonly used when the parties are considering collaborating and need to exchange confidential information for the purpose of evaluating a potential business/research relationship. NDAs are also known as confidentiality agreements (CA), confidential disclosure agreements (CDA), proprietary information agreements (PIA), or secrecy agreements (SA). Examples of information covered by an NDA include confidential material, proprietary information, trade secrets, patentable ideas among others.

When investigators want to obtain confidential information for their research from outside the University, they should contact the Office of Sponsored Programs (OSP) at OSP is responsible for entering into non-disclosure agreements.

Data Use Agreement (DUA)

Also known as Restricted Access Data Sets (RADS), DUAs are contracts that establish terms and conditions for the transfer and use of data that is subject to restrictions on its use.

A DUA is used for the transfer of data that has been developed by nonprofit, government or private industry, where the data is nonpublic or is otherwise subject to some restrictions on its use, typically by a legal authority. Often, this data is a necessary component of a research project. DUA terms protect confidentiality when necessary, but they must also permit appropriate publication and sharing of research results in accordance with Cornell policies, applicable laws and regulations, and federal requirements. Also known as Restricted Access Data Sets (RADS)

When investigators want to obtain data for their research from outside the University, they should contact the Office of Sponsored Programs (OSP) at OSP is responsible for entering into agreements for the use of data.

Submission to OSP

OSP has developed a single form for providing the required information. The form is tailored to the specific circumstances surrounding the use of incoming materials, data or information at Cornell, and is to be used instead of the Form 10. The NFA form may also be used for other non-financial agreements not listed above (Memoranda of Understanding, Collaboration Agreements, etc.)

Please send the completed NFA Form and all supporting documents to:

Non-Financial Form - Required Approvals

The NFA Form must contain an approval signature from the PI prior to submission to OSP. OSP will accept digital signatures, scanned PDFs, and email acknowledgements in lieu of original signatures. In the case of email acknowledgement, attach the completed NFA Form to the email and indicate “I approve” in the body of the email.

*Note: the NFA form is not required for Addgene MTAs.