Research Contracts and Agreements
It is important to know that all contracts are agreements, but not all agreements are contracts, and therefore:
Contracts are legally binding agreements with serious intention, and while some agreements may or may not be legally binding and have no real/material obligation, it is still imperative that all research-related agreements/contracts be sent to the DRD for vetting and possible sign-off as prescribed in the delegation of authority policy.
Defining contracts
A contract is a legally binding agreement between two or more persons with the intention to create rights and obligations under the contract.
An obligation under a contract can therefore be defined as ‘a legal bond’ that allows parties to claim actions/performances.
Performances under a contract can be defined as ‘human conduct’ in the form of
- giving something (paying money);
- doing something (conducting research); OR
- refraining from/not doing something (not disclosing confidential information)
The contracting parties are usually known as the creditor and the debtor.
- The creditor being the party who has the right to claim performance.
- The debtor being the party who has the duty/obligation to perform.
- However, most contracts are reciprocal, meaning that both parties play both roles.
Contracts are important because:
- It serves as a record of commitment for all parties involved.
- It can be seen as a visual representation of the relationship between the parties.
- Contracts also set out the actions that can be taken if the obligations/performances are not met, i.e., termination, repayment of funding, etc.
Contracts must meet certain legal requirements to be valid and binding.
Legal requirements that make contracts valid
- Consensus – the meeting minds, all parties must agree.
- Contractual capacity – are you allowed (by law) to enter into this agreement?
- Formalities – some contracts must be in writing and be duly signed.
- Requirement of lawfulness/legality – a contract cannot break the law, nor can the obligations that a contract brings about be illegal.
- Performance must be possible – must be attainable/possible to complete.
- Certainty – must include definite or determinable content and be understood by the parties involved.
There are two broad contract and agreement categories
- Non-monetary/non-financial contracts: non-disclosure agreement (NDA), memorandum of agreement (MOA), memorandum of understanding (MOU), and collaboration agreement
2. Monetary contracts/financial contracts:
2.1 Income – UFS receives money in exchange for services delivered or research done.
2.2 Expenses – UFS pays money in exchange for services delivered by an external party.
Non-disclosure agreement (NDA) - signed when parties exchange or share confidential information as the forerunner to a potential project.
Material transfer agreement (MTA) - is a contract between the provider of material and the recipient. It grants the recipient a licence to use the proprietary material and ensures that both parties understand how the material can be used.
Memorandum of agreement (MOA) - signed between parties when they want to work together on an agreed-upon project or meet an agreed-upon objective. The purpose of an MOA is to have a written, formal understanding of the agreement between parties. This type of agreement usually does not have payment terms, timelines, or deliverables and should be trailed by a separate research/project-specific agreement.
Memorandum of understanding (MOU) - is an overarching agreement used to establish future collaborative research projects. This type of agreement usually does not have payment terms, timelines, or deliverables and should be trailed by a separate research/project-specific agreement.
Collaboration agreement - is usually only an enabling agreement that regulates how two or more parties work together, how they will achieve a mutually beneficial objective (e.g., to join expertise to successfully apply for funding), and define their respective roles and responsibilities towards each other. This type of agreement usually does not have payment terms, timelines, or deliverables and should be trailed by a separate research/project-specific agreement.
Service-level agreement (SLA) - is a contract between a company/industry and the university where the deliverable is usually a service in the form of a report/set of data acquired through research. The UFS receives money/funding in exchange for services delivered.
Grant agreement - funds provided to the university by a party/parties, often a government department, a philanthropic organisation, a foundation, or a trust in exchange for conducting research and delivering research-related outputs.
Research agreement - contracts between a company/industry and the university, where the deliverable is usually a research-related outcome. The UFS receives funding/money in exchange for research done.
Bursary agreement - is an agreement where one party (sponsor) provides financial support to the university with the intention of paying for a student’s studies.
Service-level agreement (SLA) - is a contract between a company/industry or an individual and the university where the deliverable is usually a service in the form of a report/set of data acquired through research or work done. The UFS pays money in exchange for services received.
Consultant agreement - is an independent contractor agreement, where the deliverable is usually a service. The UFS pays money in exchange for services received.
Bursary agreement - is an agreement where the university provides financial support to a student to further their studies.
Contact us
Tebogo Machethe
Director: Research Contracts and Innovation
T: +27 51 401 2524
E: machethete@ufs.ac.za
Johannes Brill Building, First Floor, Bloemfontein Campus