Processing Agreements

Agreement Requests

Requests for most types of agreements should be sent via the Electronic Sponsored Projects Request (ESPR) System, including requests for Non-Disclosure Agreements (NDA) - sometimes also called Confidential Disclosure Agreement (CDA), Data Use Agreements (DUA), and Material Transfer Agreements (MTA).  DUA and MTA forms can also be found here.  [Note: CDA's for Clinical Trials should NOT be routed through ESPR.  For these types of requests, please contact the Contracts Officers on the Chicago Campus that handle these requests.] A request for drafting or review of a research agreement should include background information that would be relevant for OSR to appropriately understand the context of the agreement as well as negotiate the agreement.

Negotiating Agreements

OSR negotiates a range of agreements and appropriate agreement terms with potential collaborators, including industry and other non-federal collaborators, such as nonprofit philanthropic organizations, state governments, and foreign governments. Examples of these agreements include memoranda of understanding (MOUs), non-disclosure agreements (NDAs), federal-flow through agreements (including SBIRs and STTRs), and “master” research agreements. 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 (among many variables).  These agreements are drafted, reviewed, negotiated, executed, and recorded by the Office for Sponsored Research on behalf of the University.  It is not uncommon for OSR representatives to involve other central administration offices in the drafting and review of agreements, as well as appropriate investigators and school, department and/or research center administration offices. 
Please note that an agreement must be signed, or institutionally endorsed, by the Office for Sponsored Research in order for the agreement to be formally recognized by Northwestern and be binding upon the University.  See an overview of types of sponsored activity.

University Endorsement of Correspondence

Correspondence to external funding agencies or institutions concerning the administration of sponsored projects requires University endorsement prior to transmittal. Correspondence pertaining to post-award administration is reviewed by the Office for Sponsored Research (OSR) Grant Officer.  To obtain University endorsement, correspondence should be routed to the Evanston or Chicago campus OSR office via ESPR.  Once reviewed, correspondence is endorsed for the University and forwarded to the appropriate funding agency; a copy is also forwarded to the principal investigator (PI). Upon receipt of a response from the funding agency, OSR will notify the PI and the PI's department. Should the nature of the request involve rebudgeting or an extension of time, such action will be performed after receipt of agency approval.

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 OSR.

In order to protect each of the collaborators to a potential agreement, or under a potential project, confidential information should NOT be exchanged until an NDA is fully executed by the authorized representatives of each of the collaborators. OSR houses authorized representatives of Northwestern. Northwestern faculty members are NOT authorized representatives of Northwestern.