Unfunded Agreements (UFAs)
An unfunded agreement (UFA) is an agreement with a sponsor that does not have external funding support attached to it, such as non-disclosure agreements, data use agreements, memoranda of understanding, teaming agreements and research collaboration agreements. Learn more about unfunded research activities and agreement types.
An unfunded agreement is an agreement with an external entity that does not have funding support attached to it. Examples of unfunded agreements include non-disclosure agreements, data use agreements, memoranda of understanding, teaming agreements, unfunded research collaboration agreements and material transfer agreements. Learn more about unfunded research activities and agreement types.
Unfunded research activities at U-M
University of Michigan faculty researchers often engage in activities or collaborations, such as data sharing consortiums or requests for research materials, that do not involve funding from sponsors. Unfunded research activities are generally carried out under written contracts that set out each of the parties’ expectations and specific responsibilities. These negotiations are handled by the Unfunded Agreements Team (under the Contracts Team) within ORSP.
Each contract document contains a performance obligation such as a statement of work (SOW) or a description of the project. These are drafted with great care — failure by the University or external entity to complete their part of the project, or to perform what is defined in the SOW, may result in a breach of the contract.
Coordination of unfunded research activities can be complex, and some may require University approvals for the use of University resources or compliance committee approvals for protocols involving human or animal subjects.
Listed below are types of unfunded agreements and who at U-M handles them.
Approved templates and agreements
To reduce administrative steps associated with contract negotiations, ORSP provides standard agreements and templates. Visit the Forms and Templates page to download and complete these forms. Once completed, send to the external entity’s authorized representative to sign and return a scanned copy of the unmodified template agreement. Upload the external entity’s signed copy to the UFA file and route through eRPM. ORSP will return a fully executed agreement to the sponsor and upload it to the UFA file.
Non-disclosure agreements (NDAs)
An NDA is a legal contract between at least two parties to share confidential material, knowledge or information. The agreement ensures that certain information disclosed in discussions is kept confidential and is only used for the limited purposes defined in the NDA. NDAs can also be referred to as confidentiality agreements or proprietary information agreements. ORSP drafts and negotiates NDAs for research activity involving U-M faculty/staff.
Looking for an NDA template? Visit the Forms and Templates page for a standard one-way NDA and clinical trial NDA.
Additional NDA resources:
Which central office handles NDAs?
- ORSP negotiates and signs NDAs that are primarily related to research or research agreements.
- The U-M Innovation Partnerships negotiates and signs NDAs that are primarily related to technology transfer, including potential licenses and options of U-M patents and software.
- Where discussions with another party relate to both potential research or tech transfer, either ORSP or U-M Innovation Partnerships may handle it, depending upon which activity resulting from the confidential discussions is more prevalent or likely.
Data use agreements (DUAs)
A DUA is needed on a sponsored or unfunded research project any time there will be a transfer of individual-level data, a dataset or software that is non-public or is otherwise subject to restrictions on its use. A DUA identifies those restrictions and establishes who is permitted to receive and use the data. Many research projects funded by sponsors require that the project data be made available to the public. A DUA may or may not consist of human subject data which may be identifiable or fully de-identified.
Examples of DUAs include:
- Data sharing agreements
- Data license agreements
- Access agreements
- Business associate agreements
- Repository/registry agreements
- Consortium agreements
For projects that require a DUA, first work with the primary research administrator within the relevant unit. Then, when ready, route the DUA to ORSP using the eResearch Proposal Management system (eRPM). If working with human subjects, ensure the applicable Human Subjects Application (HUM) has been fully determined by the Institutional Review Board (IRB) before routing the UFA to ORSP.
Additional DUA resources:
- Webinar: Working with ORSP to Process Data Use Agreements
- Make a Data Management Plan
- Data Security Guidelines
- U-M Resources for NIH Data Management & Sharing Policy
- Research Data Stewardship Initiative
- Sensitive Data Guide to IT Services (log in required)
Which central office handles DUAs?
ORSP handles unfunded DUAs. When U-M is paying for access to data, please consult with U-M Procurement.
Guidance on sharing data on sponsored research projects
ORSP supports U-M investigators and research administrators with questions about data sharing and best practices. ORSP officers can provide guidance on:
- Drafting data sharing plans
- DUAs
- Data management plans (particularly for data consortia in which U-M is a member or a coordinating center)
It is helpful to clarify if the data that needs to be shared is incoming to U-M, outgoing or reciprocal with an outside entity. For any time when U-M is sharing data, the UFA should be routed as outgoing.
To help expedite the review of an UFA for a DUA, clearly state how identifiable the data is (or is not) as well as provide an accurate description of where the data will be obtained from. It is also important to clearly state the nature of the project the data will be used in as this information will be used to draft and negotiate the DUA.
ORSP officers can also assist faculty, units and U-M administrators with:
- Monitoring federal and state regulatory and policy changes affecting research data sharing
- Reviewing and advising about data sharing considerations in IRB applications
- Data sharing education and best practices
- Transfer of data that is non-public or is otherwise subject to restrictions on its use
To begin, forward the DUA to ORSP for processing via eRPM’s UFA system.
Material transfer agreements (MTAs)
Use an MTA when sending or receiving physical materials or software to/from a non-U-M entity. For further information about MTAs, refer to the U-M Innovation Partnerships MTA website.
Which central office handles MTAs?
MTAs are handled by U-M Innovation Partnerships.
Other agreements
This category is a catchall for unfunded agreements that do not fall into the above categories. ORSP reviews draft agreements or other award documents and negotiates mutually acceptable terms and conditions, as necessary. Examples include:
- Teaming agreements
- Memoranda of understanding
- Unfunded collaboration agreements
- Facility access agreements
- Visiting researcher agreements
- Vehicle and equipment loan agreements
ORSP handles all other unfunded agreement types except:
- Unfunded international agreements meant to formalize institutional relationships between U-M and a foreign institution or governmental entity (e.g., international education or affiliation agreements, student mobility programs and visiting scholar arrangements). These should be processed through the Global Engagement Team in the Office of the Vice Provost. Learn more about International Agreements.
Routing an UFA to ORSP
An “UFA” is a record in the eResearch Proposal Management (eRPM) system associated with unfunded agreements at U-M. UFAs are integrated into eRPM to allow the research community to more easily link corresponding agreements, monitor the status of unfunded agreements, and communicate with administrative home and central offices.
The UFA system functions much like Proposal Approval Forms (PAFs) used to route sponsored research proposals in eRPM. Each type of UFA is an electronic smart form in eRPM (similar to the PAF worksheet) that is used to obtain administrative approval for an unfunded activity.
To start a new UFA, log into the eRPM system and click the button labeled “Create New UFA.” The Contact PI must “sign” the UFA, using the PI Sign UFA activity, and a corresponding Conflict of Interest Statement before routing to ORSP. An UFA may also be cloned from an existing UFA of the same type.
Agreement revisions and correspondence will be visible in the Ironclad record launched from the UFA. Track status of approvals, review and monitor negotiation activity and upload communications and documents via Ironclad.
When routing an UFA to ORSP, keep in mind:
- ORSP will return any UFA record for a contract if the PI signature is missing or if applicable, the HUM is not fully determined.
- Once approved and signed by the PI, ORSP will review and draft or negotiate the agreement and have it signed on behalf of the University.
- Faculty, chairs and departmental administrators do not have the authority to sign these agreements on behalf of the University. Learn more about signature authority.