Contract Negotiation Guidance

Indirect Cost Guidance

BioPharma Alliance Agreements 

Contract Types

OSRA drafts, reviews and negotiates several types of contracts related to basic research. This section describes the different types of contracts, as well as how to submit each one for review.

To submit a contract for review, proceed to the Weill Research Gateway Sponsored Programs Module WRG-SP

Incoming Material Transfer Agreement (MTA)

OSRA is responsible for review and approval of all incoming Material Transfer Agreements (MTA) for materials coming into Weill Cornell Medicine (WCM) labs. The MTA delineates the individual rights of the provider and WCM with respect to the materials and any derivatives during the performance of research. Frequently transferred materials include biological materials, reagents, cell lines, plasmids, vectors, chemical compounds and mice.

To initiate the review of an MTA, log onto the Weill Research Gateway WRG-SP and begin a new submission. Be sure to have ready: 1. Word version of the agreement for upload, 2. Scope of Work, 3. Counterparty contact information.

For information about outgoing MTAs, see CTL below.

Sponsored Research Agreement (SRA)

A Sponsored Research Agreement (SRA) is a contract between WCM and a non-federal sponsor for the purposes of funding and conducting research at WCM.  The SRA governs the scope of work, deliverables, funding and intellectual property terms and conditions of basic and applied research and product development.  The SRA can either be sponsor-initiated or investigator-initiated and is generally prepared to reflect the mutual interests of and benefits to the sponsor and WCM.

To initiate the review of an SRA, log onto the Weill Research Gateway WRG-SP and begin a new submission. Be sure to have ready: 1. Word version of the agreement for upload, 2. Proposed budget, 3. Counterparty contact information. 

Data Use Agreement (DUA)

A Data Use Agreement (DUA) is a contract that governs the transfer of data outside the context of a Sponsored Research Agreement (SRA) or other agreement. When WCM enters into a DUA, it shares, receives or transfers de-identified data, limited data sets or fully identifiable data.  

To initiate the review of an DUA, log onto the Weill Research Gateway WRG-SP and begin a new submission. Be sure to have ready: 1. Word version of the agreement for upload, 2. Counterparty contact information.

Service Agreement

A Service Agreement is a contract used when WCM is hired to perform, or is hiring an outside party to perform, a service that is not covered by a Sponsored Research Agreement (SRA) or other agreement. A Service Agreement may be used to provide for specialized or professional services or to complete a specific scope of work in a certain field or technique.

Depending on the type of work involved, the relationship may be regarded as a Consulting Arrangement. OSRA is responsible for Consulting Agreements where WCM hires a consultant paid from a Sponsored Research Grant or Agreement.

To initiate the review of a Service or Consulting Agreement, log onto the Weill Research Gateway WRG-SP and begin a new submission. Be sure to have ready: 1. Word version of the agreement for upload, 2. Proposed budget, 3. Counterparty contact information. For information about Outside Consulting Agreements, see information below.

Confidentiality Agreement (CDA)

A Confidentiality Agreement (CDA), also known as a Non-Disclosure Agreement (NDA), is a contract governing the obligations of the parties who receive and/or disclose confidential information. For example, a sponsor may wish to disclose to a WCM faculty member information related to a research project in order to determine if the faculty member will be a suitable PI for the project.

To initiate the review of a CDA, log onto the Weill Research Gateway WRG-SP and begin a new submission. Be sure to have ready: 1. Word version of the agreement for upload, 2. Counterparty contact information.

Additional Information

Incoming Material from Addgene

Addgene is a non-profit repository that distributes various plasmids to institutions. OSRA manages the processing of all Addgene requests.

To receive materials from Addgene, submit a request through the Addgene website here.

Agreements for Sending Material out from WCM to Not-For-Profit Institutions and Industry

The Center for Technology Licensing (CTL), part of Enterprise Innovation, manages MTAs for transfers of material going out from WCM labs to other labs.  To initiate a material transfer from your lab to another lab, please fill out the MTA request form and send it to mta-ctl@cornell.edu.  If you have questions, please email CTL’s MTA coordinator at mta-ctl@cornell.edu or call 646-962-7042.

Outside Consulting Agreement

Outside Consulting Agreements are considered to be personal arrangements between the WCM faculty member and the Company.  Therefore, WCM does not provide legal review or negotiation assistance for such agreements or, otherwise, represent faculty members in this individual capacity.  However, for WCM’s protection, University Counsel requires that a non-negotiable Addendum be signed by the Company and incorporated into any employee Consulting or othere External Contractual Agreement.  The faculty member will also need his/her department chair’s approval in order to pursue the outside consulting, and must update his/her conflicts of interest file. More conflicts disclosure information can be found here. 

To download the required Addendum,  click here.