CUNY collaborates with numerous research partners, including other academic institutions, industry partners, and non-profit organizations, to perform both funded and unfunded research activities. This chapter defines various types of research agreements. Signatory authorities for each of the agreements are defined in the Signatory Authority for Research-related Agreements memorandum and webpage.
As part of research or licensing activities, it may be necessary for CUNY to exchange proprietary information or materials with non-CUNY organizations. This exchange is generally limited to information or materials relating to unpublished research, or inventions that are yet to be patented. Such exchange of proprietary information or materials must be formalized in an agreement that defines who has ownership rights to the information and materials being exchanged, and how the information or materials will be used and protected. The most common type of agreements used for this purpose are described here.
Non-disclosure agreements, also known as confidentiality agreements, allow for sharing of confidential information with non-CUNY organizations. These agreements specify the purpose for which the confidential information may be used, and prohibit disclosure to third parties.
The primary recipient or discloser of confidential information must request review and approval of an NDA by contacting the CUNY Technology Commercialization Office.
a. NDA for Private/Consulting Work
From time to time an individual CUNY faculty, staff member, or student doing consulting or other private, non-CUNY work for an outside organization may be asked to sign an NDA or other agreement in order to receive confidential information in connection with such non-CUNY work. An individual entering into such an agreement does so at his or her own risk and is not authorized to name CUNY as a party or bind CUNY in any way with respect to such work and receipt of confidential information.
Material transfer agreements are required for the exchange of proprietary materials, i.e. materials that are not commercially available, with non-CUNY organizations for research purposes. Examples of materials requiring a MTA include biological materials, chemicals, physical materials, and materials or equipment developed by CUNY. Individuals involved in the exchange of proprietary materials must contact the Technology Commercialization Office to either request a MTA for sending materials to a non-CUNY organization, or submit for review and approval a MTA issued by a non-CUNY organization.
Data use agreements allow access to structured or unstructured data that may be restricted or otherwise not in the public domain. Data use agreements are most commonly used to access research, financial, student, or healthcare data. At a minimum, these agreements will address the following concerns: who may have access to the data; the purpose for which data may be used; how the data may be treated, stored or used; and any statutory limitations on the use of the data.
Researchers receiving data from non-CUNY organizations should contact their College’s designee for research agreements in order to obtain or receive review and approval of a data use agreement.
a. Restricted Data Use Agreements
CUNY’s Information Technology Security Procedures limit access to Non-Public University Information (as defined in the Procedures) held on CUNY files and systems. Data received by CUNY under a restricted data use agreement is almost always held in a CUNY college file or system and is therefore subject to the Procedures. Under the Procedures, access is limited, in general, to full-time and regular part -time employees of CUNY and its related entities, and CUNY adjunct faculty. Other individuals, including most students, who need access to the data, must receive an IT security waiver. The CUNY college should work directly with University Chief Information Security Officer on obtaining this waiver.
In accordance with CUNY Intellectual Property Policy, intellectual property, including research data, resulting from research conducted by CUNY faculty, staff and other Members of the University (as defined in the Policy) is, in general, owned by CUNY. Therefore, when a Member of the University leaves CUNY, or wishes to give access to CUNY data to a non-CUNY individual or organization, a Data Transfer Agreement must be in place. Data transfer agreements are required when data owned by CUNY is being transferred to another individual or institution. This includes instances when a CUNY faculty member leaves CUNY for employment at another institution, and wishes to take research data to the new institution in order to continue his/her research efforts. Data transfer agreements identify the recipient of the data, the permitted uses, any intellectual property or commercialization limitations, and publication rights.
Researchers who wish to transfer data to non-CUNY individuals or organizations must contact the research compliance staff in the Office of Research to obtain or receive review and approval of a data use agreement.
Certain collaborations may benefit from CUNY granting access to CUNY facilities to an outside organization or individual. Use of CUNY facilities requires a written agreement between CUNY and the external user that includes, at a minimum, the following: the CUNY facility to which the external organization or individual will have access, the names of the individuals who will be granted access, the activities to be carried out in the facility, the period of use, the fees to be paid, and appropriate indemnification and insurance provisions.
Researchers who wish to grant access to CUNY facilities to non-CUNY individuals or organizations, including faculty start-ups and other faculty-related companies, must first notify their college administration, who will work with the Office of General Counsel to develop a facility use agreement for signature by CUNY. Researchers are not permitted to independently enter into or sign a facilities use agreement regarding CUNY facilities.