Requests for all agreements should be routed through CERES. This includes requests for Confidential Disclosure Agreements (CDA), Data Use Agreements (DUA), Material Transfer Agreements (MTA), and Subcontracts.
Negotiating and Accepting Agreements
Authority to review, negotiate, and endorse sponsored agreements has been delegated to the Northwestern Sponsored Research office. Sponsored Research negotiates a range of agreements and agreement terms with potential collaborators. Each agreement – and associated negotiation – is tailored to the scope and nature of the work, the type of organization sponsoring the work, and the individual investigators and research programs involved. If information is received directly from the sponsor at the unit, school, or Principal Investigator level, communicate with the assigned Contracts Officer or Sponsored Research Officer in order to expedite the negotiation/ endorsement process. The status of negotiations can be reviewed in CERES in the Agreements Module.
An agreement must be signed, or institutionally endorsed, by the Sponsored Research office in order for the agreement to be formally recognized by and be binding upon the University. Individual faculty members, including chairs and deans, are NOT authorized representatives of Northwestern University and may not negotiate or endorse sponsored agreements on behalf of Northwestern. Many sponsors issue unilateral agreements that do not require institutional counter signatures. In these cases, Sponsored Research is expected to notify the sponsor if there are terms and conditions that are not acceptable to the Institution or the investigator. Some sponsors issue bilateral agreements, requiring an institutional countersignature. For these agreements, Sponsored Research must often to negotiate changes to sponsor terms and conditions related to intellectual property rights, rights to publish, confidentiality, termination, and indemnification language in order to ensure appropriate protections for the investigator and the University.
Engaging with Industry
The Guide for Industry is a summary of the broad principles specifically applicable to research agreements between Northwestern University and industrial or commercial organizations.
Northwestern’s Standard Research Agreement is available to provide to collaborators before formal negotiations occur. It offers terms that Northwestern could endorse with efficiency. Formal negotiations (including any negotiations involving detailed budgets) must involve the Northwestern Sponsored Research office. In order to protect each of the collaborators to a potential agreement, or under a potential project, confidential information should NOT be exchanged until a CDA is fully executed by the authorized representatives of each of the collaborators.
Northwestern Sponsored Research does not provide the personal data of employees or faculty members to sponsors, consistent with university policy. Should a sponsor require personal data such as home address, social security number or other information as a requirement to participate in a study or project it is up to the individual people on the study or project to decide whether or not to disclose their personal data to the sponsor directly.
Sponsored Research would strongly recommend that any employee or faculty member that decides to share their personal data with a sponsor to fully consider the risks and possible outcomes that might arise from these disclosures. These risks and outcomes could impact future career and research opportunities.
If a faculty member or employee decides they do not want to share their personal data with a sponsor, Sponsored Research will try to negotiate the requirement out of the agreement. If the negotiation is not successful, the faculty member or employee would need to decide whether to participate in the study or project.