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Frequently Asked Questions Re: Agreements
e.g. Material Transfer Agreements & Confidentiality Agreements
- What is a contract ?
- How can I tell if an agreement should be with the University?
- Who has authority to enter or approve contracts for NC State University?
- Who has authority to negotiate these contracts for NC State University?
- What is a confidentiality agreement?
- What is a Material Transfer Agreement?
- Why are Material Transfer Agreements and Confidential Disclosure Agreements necessary?
- Can I exchange Materials or Information and execute an agreement after the fact?
- Who is responsible for any cost associated with the receipt of any materials?
- Can I bring the agreement to the Office of Technology Transfer and have someone sign it while I wait?
- Once signed, who can have access to the material or information exchanged?
- Which terms in agreements are always problematic for the University?
- What happens if someone without authority signs an agreement?
- What happens when OTT finds out that someone without authority signs an agreement?
- Can I still use the information or material while the new agreement is negotiated?
1. What is a contract?
A contract is an agreement between two or more parties to do or not do a particular thing. This can be an exchange of information, materials, or an agreement to work together on a project.
2. How can I tell if an agreement should be with the University?
If the work to be performed is a part of your employment with the University, then the agreement is between the University and the other party.
3. Who has authority to enter or approve contracts for NC State University?
As a general rule, only the Chancellor and certain Vice Chancellors have the authority to execute (sign) contracts for the University. For non-sponsored intellectual property agreements, this authority has been delegated through the Vice Chancellor for Research and Graduate Studies to the Director of The Office of Technology Transfer.
4. Who has authority to negotiate these contracts for NC State University?
The authority to negotiate these agreements rests with the Office of Technology Transfer.
5. What is a confidentiality agreement?
A confidentiality agreement is an agreement whereby one party agrees to hold the proprietary technical and/or business information of the other party in confidence. Confidentiality Agreements (CDAs) or Non-disclosure Agreements (NDAs) are a standard tool of the trade, and many companies are amenable to having access to a technology under the terms of this type of agreement. To review NCSU's standard agreement language please go to the Inventor Resources page on the OTT web site.
6. What is a material transfer agreement?
A Material Transfer Agreement (MTA) is an agreement whereas one party agrees to provide another party with there materials. MTAs should always be considered when conducting any outside collaborations with industry or other academic institutions. MTAs are typically used to protect materials that may be proprietary and/or embody a trade secret.
7. Why are Material Transfer Agreements and Confidential Disclosure Agreements necessary?
These agreements help protect the University and you. They provide the terms and conditions of who the information and/or materials can be used, for what purpose and by whom. These agreements also ensure that the University IP is used in compliance with Federal and State Law along with NCSU policies.
8. Can I exchange Materials or Information and execute an agreement after the fact?
Prior to the exchange of Materials or Information both NCSU and the other party must sign an Agreement.
9. Who is responsible for any cost associated with the receipt of any materials?
It is the responsibility of the Principal Investigator to pay for any materials cost.
10. Can I bring the agreement to the Office of Technology Transfer and have someone sign it while I wait?
Unfortunately, in order to ensure that the contract is compliant with the laws and policies that govern our actions as a State Institution we must review each of the terms of the agreement and negotiate with the other party any changes that may or may not be needed. As such these agreements cannot be signed while waiting.
11. Once signed, who can have access to the material or information exchanged?
Who has access to the material and/or information is determined by the terms of the agreement. Please contact OTT if you cannot determine who has access.
12. Which terms in agreements are always problematic for the University?
Terms setting governing law to a jurisdiction other than North Carolina and terms requiring the University to indemnify, hold harmless, etc, the other party will always require negotiation. Additionally, terms that restrict publication and academic freedom, or that deal with ownership may also require negotiation.
13. What happens if someone without authority signs an agreement?
In the worst case scenario, the unauthorized signatory could be held personally bound to the terms of the agreement including legal issues.
14. What happens when OTT finds out that someone without authority signs an agreement?
OTT will notify the other party, and then start with negotiations to reach an agreement that can be signed by the University.
15. Can I still use the information or material while the new agreement is negotiated?
OTT advises that the researcher to cease use of the material and/or information until an new agreement is reached. The cessation of use may help protect the individual and/or University.
The mission of the Office of Technology Transfer is to move academic discovery to the marketplace resulting in new products, processes, and companies while maximizing the impact of academic research and forging new partnerships to tackle 21st century issues. |
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