Intellectual property is more than just inventions and new technologies. New and important data and research materials are created every day as a result of research being done here at UVM. Often the development of these materials and data are the result of years of work and many dollars of funding and consequently they have both intellectual and monetary worth and should be protected. For unpublished data, a Confidential Disclosure Agreement (CDA) or Non-Disclosure Agreement (NDA) can be put into place to both protect and dictate the use of that data. For materials, a Material Transfer Agreement can be put into place.
A Confidential Disclosure Agreement, or CDA (sometimes known as a Non-Disclosure Agreement, NDA), is a written contract between UVM and an outside party setting forth the terms and conditions for the transfer of either a providing party's proprietary information or an exchange of proprietary information for a specific use and purpose by the receiving party. A CDA provides for the transfer of possession of the information; however, title or ultimate control remains with the information provider. UVM enters into CDAs with other non-profit institutions, the federal government, private corporations, and different entities outside the United States. Investigators can NOT sign CDAs on behalf of UVM.
If you have a situation where you need a CDA/NDA reviewed and signed, please contact our office with a copy of the agreement and some general background information on what the goal of the exchange is and what will be exchanged. Email and an electronic version of the agreement are preferable. If you have a situation where you plan on disclosing or exchanging proprietary information with an outside party, please contact our office with contact information for the other party and some general background information on what the goal of the exchange is and what will be exchanged. We will then use one of the template forms below and draft an agreement. After your review, we will work with our colleagues at the other entity on coming to agreement on terms and, upon agreement, will obtain any necessary signatures and execution copies of the agreement, either in PDF, faxed, or hard copy form.
Once the agreement is signed, the investigator needs to ensure that any obligations are fulfilled, including use of the information exchanged, marking of confidential information, keeping all information confidential and destruction, upon request, of that information upon the termination of the agreement.
Any questions? Please don't hesitate to contact our office.
A Material Transfer Agreement, or MTA, is a written contract between UVM and an outside party setting forth the terms and conditions for the transfer of the providing party's proprietary materials or research tools to the receiving party for use in the receiving party's research programs. Such research materials and tools can include, for example, transgenic animals, cell lines, cultures, proteins, human or animal DNA, nucleotides, or chemical compounds including compounds from pharmaceutical companies. An MTA provides for transfer of possession of the material; however, title or ultimate control remains with the materials provider. UVM enters into MTAs with other non-profit institutions, the federal government, private corporations, and different entities outside the United States. UVM can be either the provider or recipient of research materials or tools. Investigators can NOT sign MTAs on behalf of UVM.
For more information on MTAs and how to process the review and execution of either an incoming or outgoing MTA, please go to the Sponsored Project Administration (SPA) website.