Research Agreement Types

Confidentiality Agreements protect confidential information that gets exchanged between parties. At the University of Calgary, Confidentiality Agreements are commonly used to protect sensitive or proprietary information that gets exchanged between parties when they are exploring the feasibility of a potential research project or collaboration. For example, an industry partner may ask the University of Calgary to sign an NDA before they share sensitive business information that a University of Calgary researcher intends to conduct research with or improve upon.

Confidentiality Agreements may include terms around:

• what information is considered ‘confidential’,
• what purposes the recipient may use the confidential information for,
• prohibitions on disclosure, and any exceptions,
• the retention or destruction of confidential information

Note: Typically, when a research project has been designed and is ready to commence, the parties will enter into a broader research agreement (see examples below) which contains additional terms around project activities, deliverables, budgets, IP ownership, etc. in addition to setting out confidentiality terms.

Collaboration Agreements are typically used to establish overarching terms of collaboration on research activities and programs. They establish an overall framework which is intended to apply across multiple research projects, multiple partners, or just one larger, multi-year project/program.

Collaboration Agreements may include terms around:

• project governance structures, including any committees or working groups,
• overarching commitments, goals, and visions,
• financial and in-kind contributions,
• roles and responsibilities of the parties,
• intellectual property terms,
• publications and authorship,
• confidentiality.

Compared to Research Grant & Contracts, a Collaboration Agreement will typically not be as centrally focused on setting out the core elements of one research project: its work, deliverables, timelines, budget, etc. A Collaboration Agreement is broader in nature, meaning to address more complex scenarios, focusing on partnership and cooperation.

MTAs/DTAs govern the transfer of physical materials or data between UCalgary and another entity (incoming or outgoing). 

MTAs/DTAs may include terms around: 

• what is being transferred (e.g. biological samples, chemical compounds, data sets),
• the purpose and permitted use of the materials,
• for MTAs – the distribution/shipment of materials, and associated liability and insurance,
• restrictions on use, distribution, or destruction of materials,
• what controls, protections, or security the recipient must put in place to protect the materials

MOUs and LOIs are typically non-binding documents which are used to outline parties’ mutual interest or intention to collaborate. They are often used to facilitate some early-stage research activities, or to explore potential collaborations. 

Some example scenarios:

• research partners may want UCalgary to sign an MOU as a symbolic gesture of partnership, rather than as a substantive commitment.
• two parties may want to sign an LOI to indicate their commitment or exclusivity on a transaction, before they have all of the terms and structures fully sorted out. They expect to replace this LOI with a definitive binding agreement later on.

MOUs and LOIs express high level expectations and may broadly define what activities each party intends to take on in their collaboration. However, these core provisions are not legally enforceable. If binding legal provisions exist, they are more ancillary terms, such as setting out governing law, confidentiality, or dispute resolution procedures.

MOUs and LOIs should not be used where you are relying on the research partner to perform defined responsibilities, or where you are going to incur significant costs or take on significant risks. These scenarios should instead be addressed with a more definitive research agreement which contains binding legal provisions, such as a Collaboration Agreement, or Research Grant & Contract (each above). MOUs and LOIs are closer to a formalized letter than a robust legal contract.

Research Grants and Contracts are the most common research agreements at the University of Calgary. These agreements govern a specific research project which involves UCalgary and one or more external parties. They typically contain a broad scope of terms setting rules around how the parties will support and work together on that research project.

Research Grants and Contracts may include terms around: 

• financial and in-kind contributions,
• roles and responsibilities of the parties,
• the research project’s scope, budget, and any specific deliverables,
• intellectual property terms,
• publications and authorship,
• confidentiality

Service Agreements cover fee-for-service arrangements where UCalgary is being hired by an external party to provide research-related testing, analysis, or other technical services.

Services Agreements may look like and cover many of the same terms as Research Grants and Contracts (above). However, some indicia of a Service Agreement are:

• the arrangement is transactional in nature. UCalgary is using its expertise or equipment to support a third party with their own research and development objectives,
• the arrangement has a fairly narrow and defined set of deliverables,
• the arrangement is typically short in duration (e.g. <6 months),
• the external partner is typically not required to perform many research tasks, beyond providing UCalgary with whatever information or materials it needs to conduct its services,
• the external partner will typically own the research results and discoveries, and/or limit the ability for University researchers to use the results for academic or independent purposes,
• there may be significant restrictions on UCalgary’s right to publish research findings, if any publications are intended at all.

Note: If UCalgary is purchasing services from a third-party, this is considered a procurement. These agreement requests should instead be directed to the UCalgary Supply Chain Management team through UService.

Subcontracts/Subgrants are used to flow down funding, funding terms and project activities from one party to another. In these situations, there is a separate primary agreement with the prime funder or sponsor for the research activities. The direct recipient under that primary agreement is now using some (or all) of their funding to engage a third party. 

This category covers both situations: where UCalgary is the ‘recipient’ of this funding, and where it is the ‘provider’ of that funding. 

A common example of a subgrant/subcontract is where one University has received sponsor funding that needs to be transferred to a second University. That second University is being assigned specific activities or deliverables, but it was not part of the primary agreement. It needs to receive the funding indirectly through the first University. 

Please contact CSM Legal by submitting an IRISS request

Please contact CSM Legal by submitting an IRISS request

Please contact the UCalgary Library (Copyright Office) at copyright@ucalgary.ca

Grant programs which are funding educational activities at UCalgary (such as classes, instruction programs, and the development of educational materials) fall under the authority of the Provost. Please contact commercial.legal@ucalgary.ca

Where UCalgary is loaning or leasing its research equipment to a third party:  

• If the equipment needs to go to an external research partner so they can conduct research activities under a broader research collaboration between UCalgary and the partner – then you can submit this request to Research Legal under the “Other” category. We would generally expect that there is an additional separate research contract (Services Agreement, Research Grant & Contract, etc.) defining the associated research project or activities.
• If there is no active research collaboration/project between UCalgary and the equipment borrower, please first ensure that your Department Head or Dean approves of the equipment loan arrangement. Then contact Risk Management and Insurance at riskmgmt@ucalgary.ca to ensure that this activity is supported from a risk and insurance perspective

if you are planning a UCalgary event or conference, whether on or off campus, please contact Risk Management at riskmgmt@ucalgary.ca

Please contact the Office of Advancement 

Please contact Supply Chain Management by submitting a UService request, or contact finance@ucalgary.ca

For software acquisitions and subscriptions, you will need to follow the Software Acquisition Process (SAP) managed by UCalgary’s Information Technologies (IT) department. Also see: https://taloncloud.ca/UofC-Software-Acquisition-Process-Guide

This includes deployments of research equipment and infrastructure on third party lands. Please contact the UCalgary Facilities team (Real Estate, Leasing and Land Holdings)

These agreements fall under the authority of the Provost. Please contact commercial.legal@ucalgary.ca

These agreements fall under the authority of the Provost. Please contact commercial.legal@ucalgary.ca

These arrangements fall under the Provost’s authorityunder our Delegation of Authority Policy, even if the student will be involved in research activities at UCalgary.

See the process for arranging visiting students and student researchers at: Visiting students and Visiting student researcher | Future Students | University of Calgary

If you are setting up a broader student exchange program involving multiple students from one institution, please contact the Commercial Legal team – commercial.legal@ucalgary.ca

Please note that UCalgary does not enter into Visiting Student contracts with partner institutions for one-off scenarios (e.g. 1 or 2 students from another institution are visiting UCalgary for a discrete project). If your partner institution is not willing to send their student(s) to UCalgary without an institutional-level affiliation agreement, your Dean will need to request that the Provost sign the agreement without legal review. 

UCalgary’s Research Services Office (RSO) manages the UCalgary Visiting Scholars Program – researchawards@ucalgary.ca

For more information about the UCalgary Visiting Scholars Program, awards, and eligibility, please see: https://research.ucalgary.ca/research-services/funding/ucalgary-visiting-scholars-program 

For more information on obtaining visas/immigration permissions, invitation letters, and hiring, please see: https://www.ucalgary.ca/hr/hiring-managing/administration/inviting-visitors-campus