A | B | C | D | E | F | G | H | I | J | K | L | M | N | O | P | Q | R | S | T | U | V | W | X | Y | Z

A

Addendum

An addendum is a legally binding document typically used when parties wish to incorporate new terms, conditions, additional documents, or new details without disrupting the core elements of the original agreement. The addendum forms part of the original agreement by way of attachment.

Amendment

Amendment agreements, unlike addendums, are used to amend existing terms and conditions of the original contract. Examples include changes to milestone or deliverables dates, payment terms, or contact details. Both addendums and amendments are generally introduced after the initial contract is finalised, both forming an official part thereof by way of attachment.

Analytical services agreement

An analytical services agreement may be used where routine analyses/tests are carried out on products or compounds, where the cost recovery has been pre-approved by faculty, in accordance with an annually updated pricing template, vetted by Faculty Finance to ensure that these contracts are fully costed.

Assignment agreement

An assignment agreement refers to the transfer/assignment of intellectual property (IP) rights between the owner of the IP (assignor) and the intended recipient of the IP (assignee). This would normally be subject to a form of compensation, e.g. lump sum payment, milestone payments or equity. Depending on the source of funding in the creation of the IP and/or whether the assignee is a foreign entity, the transaction might be subject to approval from the National Intellectual Property Management Office (NIPMO) and/or the South African Reserve Bank.

C

Clinical trial agreement (CTA)

A clinical trial agreement is an agreement between the sponsor of a clinical trial and those responsible for conducting the trial. The CTA outlines the terms and conditions under which the clinical trial will be conducted and ensures that both the funder and the researcher(s) are aligned on all aspects of the trial, including the legal, financial, and operational details, to facilitate a successful and compliant clinical study.

Clinical trials fall into two broad groups:

1. Commercially led clinical trials are sponsored and primarily funded by a commercial entity, such as a pharmaceutical company, biotechnology firm, or medical device manufacturer. In these trials, the CTA is between the commercial entity and the institution conducting the trial.
2. Investigator-led trials are initiated and conducted by an individual investigator or a group of investigators, often within an academic or medical institution. Unlike commercially led trials, these trials are typically funded by non-commercial sources such as government grants, non-profit organisations, or academic institutions. In these trials, the CTA is between the investigator(s) and their funder institution.

Collaboration agreement

A collaboration agreement is a contract between two or more organisations that are cooperating in the conduct of a research project. This agreement sets out the responsibilities, roles, and rights of collaborating parties working in conjunction on a specific research project or set of projects. All parties will be bound by the same terms and conditions, and the agreement will usually set out how the overall project will be managed between the parties.

Confidentiality agreement

See Non-disclosure agreement

Consortium agreement

A consortium agreement governs the collaboration of multiple parties, often from different sectors – e.g. academia, industry, and government – who come together to work on a large-scale research project. It regulates the rights and obligations among the participants by expanding on and clarifying key terms and conditions such as IP, confidentiality, liability, and publication rights. It also provides details of the internal management and working practices of the consortium, such as voting rights, internal reporting structure and dispute resolution.

Consultancy agreement

This type of agreement is designed to commission specific professional services, generally for advisory or consultative purposes. The consultant provides these services to an external entity for compensation. These agreements are not for conducting research or novel work but focus on standard analysis, processing, or offering expertise.

D

Data transfer/use/sharing agreement (DTA)

A data transfer agreement governs the legal obligations and restrictions related to the transfer of data between parties, as well as compliance with applicable laws and regulations. The key terms of a DTA would include how to access, store, protect, use, and transmit data types, such as protected health information, personally identifiable information, limited data sets and/or proprietary (confidential) information. When requesting a DTA, whether it be the reviewing of an existing draft DTA or for a DTA to be drawn up, UCT researchers must complete an internal data disclosure form.

Data sharing agreement

See Data transfer agreement

Data use agreement

See Data transfer agreement

Deed of recordal of intellectual property rights agreement

This agreement formally records the ownership and details of IP rights between parties, and is typically used to acknowledge and register the creation, transfer, or licensing of IP rights, ensuring that these rights are legally recognised and enforceable. A deed of recordal is crucial for establishing clear and legally binding recognition of IP rights, protecting the interests of the parties involved, and providing a basis for resolving any potential disputes related to the IP.

F

Facilities access agreement

A facilities access agreement governs the terms and conditions under which one party is granted access to certain facilities or premises owned or controlled by another party. These agreements are commonly used in research collaborations, industrial partnerships, or shared infrastructure arrangements. It establishes the clear rights, obligations, and responsibilities between the parties involved in accessing and using shared facilities, thereby facilitating collaborative endeavours while protecting the interests of all parties.

Framework agreement

A framework agreement, also known as an umbrella or master agreement, is a single, comprehensive contract that sets out the general terms and conditions governing multiple related transactions or projects between parties. It provides a framework for the ongoing relationship, streamlining the negotiation process and ensuring consistency across transactions. Key features include defining the scope, roles, pricing, dispute resolution, and governing laws pertaining to the research project.

I

Inter-institutional intellectual property agreement

An inter-institutional intellectual property agreement is a contract between two or more institutions outlining how IP resulting from collaborative efforts will be owned, managed, and used. It addresses ownership, revenue sharing, confidentiality, dispute resolution, compliance, and termination, and it is crucial for clarifying rights, promoting collaboration, and ensuring effective management of IP in joint research endeavours.

L

Letter of intent (LOI)

A letter of intent is a non-binding statement that acknowledges the intent to explore the possibility of collaboration. LoIs are appropriate when a new project is being initiated, upon first meeting new partners, or in connection with a one-time project. The LoI can serve as a signal of goodwill or a signal of the willingness to discuss the opportunities to cooperate further. At this stage, it would generally be premature to sign a memorandum of understanding (MoU) or a memorandum of agreement (MoA).

Licence agreement

A licence agreement is used to grant to a licensee the right to use various types of IP such as software, trademarks, service marks, inventions, and patents. This would normally be subject to a form of compensation, e.g. a lump sum, royalties, milestone payments, or equity.

There are typically three types of licences:

1. An exclusive licence gives the licensee the right to use the IP to the exclusion of all persons, including the licensor. In other words, only the licensee may use the IP rights.
2. A sole licence gives the licensee the right to use the IP to the exclusion of all other persons except the licensor. A sole licence is the same as an exclusive licence except that the licensor also retains the the IP usage rights.
3. A non-exclusive licence gives the licensee the right to use the IP but does not restrict the rights of the licensor or other parties in any way. In other words, the licensor retains the right to license the work to third parties and to simultaneously use the rights licensed itself.

Depending on the source of funding in the creation of the IP, the type of licence, and/or whether the licensee is a foreign entity, the transaction might be subject to approval from the National Intellectual Property Management Office (NIPMO) and/or the South African Reserve Bank.

M

Material transfer agreement (MTA)

A material transfer agreement governs the transfer of tangible research materials between institutions or organisations. It details the description of materials, ownership, purpose of transfer, conditions, confidentiality, liability, and termination terms. MTAs facilitate the exchange of research materials while ensuring compliance with legal and ethical standards and protecting the interests of all parties involved. Typical types of material would be cultures, cell lines, plasmids, nucleotides, proteins, bacteria, transgenic animals, pharmaceuticals, alloys, or other materials with scientific or commercial value. When requesting assistance with an MTA, whether it be the reviewing of an existing draft or for an MTA to be drawn up, UCT researchers must complete an internal material disclosure form.

Memorandum of agreement (MoA)

A memorandum of agreement is a formal contract between two or more parties that outlines the terms and conditions of their agreement. It differs from a memorandum of understanding (MoU) in that it is typically legally binding. Key elements include identifying the parties, stating the purpose and scope of the agreement, defining rights and obligations, specifying duration and termination conditions, addressing financial considerations and confidentiality, outlining dispute resolution procedures, and requiring signatures for acknowledgement. MoAs are commonly used in business partnerships, joint ventures, research collaborations and government contracts, providing a clear legal framework for collaboration while minimising the risk of misunderstandings or disputes.

Memorandum of incorporation (MoI)

A memorandum of incorporation is a public document required for establishing and managing a company in South Africa under the Companies Act 71 of 2008. It outlines the fundamental provisions governing the company’s structure, objectives, shareholders’ rights, directors’ responsibilities, and procedures for operation. The MoI serves as the company’s constitutional document and is filed with the Companies and Intellectual Property Commission (CIPC) upon incorporation.

Memorandum of understanding (MoU)

A memorandum of understanding is a formal, non-binding document that outlines the intentions and principles of cooperation between two or more parties. It identifies the parties involved, states the purpose and objectives of collaboration, defines areas of cooperation, clarifies roles and responsibilities, specifies the duration, addresses confidentiality, outlines dispute resolution procedures, and requires signatures for acknowledgement. MoUs are used in various contexts, serving as a sign of goodwill and outlining a framework for collaboration before formal agreements are established.

N

Non-disclosure agreement (NDA)

A non-disclosure agreement, also known as a confidentiality agreement, is an agreement between two or more parties that outlines the terms under which confidential information is shared and protected. The purpose of the agreement is to prevent the unauthorised disclosure of sensitive or proprietary information where such information needs to be shared with the participating parties but protected from unauthorised disclosure.

Novation agreement

A novation agreement transfers the contractual rights and obligations of one party to another party, with the consent of all involved. It involves identifying the original and new parties, confirming consent, transferring rights and obligations, releasing the original party from liabilities, and maintaining the original contract’s terms. In a university context, it is used when a researcher moves from one university to another and the research project they are working on is also transferred to the new university.

O

Option agreement

An option agreement allows a potential licensee or purchaser to assess a technology for a specified period, typically for a fee. Key elements include setting the evaluation duration, defining the evaluation process and criteria, determining when the option to license or purchase can be exercised, outlining payment terms, addressing intellectual property rights and confidentiality, and specifying termination conditions. These agreements provide a structured approach for evaluating technology while safeguarding the interests of both parties involved.

S

Scholarship agreement

A scholarship agreement is a contract between a scholarship provider and a recipient, detailing the terms of the scholarship. It identifies the parties, describes the scholarship, specifies rights and obligations, outlines payment terms and fund usage, sets eligibility requirements, addresses termination conditions, ensures confidentiality and IP rights, and provides dispute resolution procedures. These agreements are common in educational institutions and organisations, ensuring proper use of scholarship funds and clarifying responsibilities for both parties involved.

Secondment agreement

A secondment agreement is a formal arrangement where an employee of one organisation is temporarily assigned to work with another organisation. It outlines the terms of the arrangement, including the duration, purpose, roles, IP rights, confidentiality, financial arrangements, termination conditions, and governing law. Secondments facilitate collaboration, knowledge exchange, and skills development between research institutions, universities, industry partners and other organisations, providing a structured framework for temporary assignments and contributing to broader research objectives. Note: Secondment agreements are signed by the registrar.

Service level agreement (SLA)

A service level agreement serves as an agreement between a service provider and a client, defining the expected service level and standards the service provider commits to meet. It specifies the services provided, performance metrics, both parties’ responsibilities, monitoring processes, support and maintenance terms, security measures, change management protocols, and conditions for termination or renewal. SLAs establish clear expectations and accountability, ensuring efficient service delivery aligned with agreed-upon standards.

Shareholders’ agreement

A shareholders’ agreement is a legally binding agreement among the shareholders of a company, outlining their rights, responsibilities, and protections. It covers key provisions such as share ownership and transfer, management and control, dividend policies, exit strategies, confidentiality, and dispute resolution. These agreements are crucial for maintaining shareholder relations, managing company operations, and resolving disputes effectively.

Sponsored research agreement (SRA)

A sponsored research agreement is a formal contract between a funding organisation and a research institution for the purposes of funding and conducting research, which may involve collaborators (sub-awardees) and/or subcontractors. It outlines the terms and conditions for conducting research activities supported by the funding entity. The agreement covers key aspects such as identifying the involved parties, defining the scope of research, detailing funding arrangements and resource provisions, addressing matters of IP rights, confidentiality, and data sharing. Additionally, it establishes guidelines for publication and reporting requirements, assigns responsibilities for liabilities, and sets conditions for termination. SRAs enable collaborations aimed at advancing scientific knowledge and innovation while ensuring compliance with ethical and legal standards.

Sub-award agreement

A sub-award agreement establishes a contractual relationship between a primary recipient of research funding and a sub-recipient, often a co-applicant in the funding application process. The primary recipient, having secured funding, contracts with the sub-recipient, by way of a sub-award agreement, to undertake its part of the research. This agreement involves identifying the parties, defining the scope of the work and budget, specifying the performance period, detailing reporting and deliverables, addressing IP and compliance, and assigning liabilities. Sub-award agreements facilitate collaborative research, ensuring efficient project management and compliance with sponsor requirements. The sub-recipient, functioning as a “co-investigator”, contributes creatively to the design and/or execution of the research. Terms and conditions stipulated in the prime award are typically extended to the sub-recipient to the same extent as they are applied to the primary recipient.

Sub-contract agreement

A sub-contract agreement facilitates the provision of specific goods or services in support of a research project with minimal intellectual involvement. The sub-contractor is selected by the primary institution to fulfil part of the research work it is under obligation to provide to the sponsor/funder. A sub-contractor does not significantly participate in the design of the research itself but implements the research plan of the principal investigator. A sub-contractor is not directly responsible to the sponsor of the research or for determining research results. While sub-recipients are subject to prime award terms, sub-contractors may not be.

T

Term sheet/head terms

A term sheet serves as a preliminary roadmap for a proposed investment or business agreement, summarising the crucial points prior to detailed legal agreements coming into place. While not legally binding, it sets the basic framework and allows both parties to weigh their interests before formalising an official agreement.

V

Variation agreement

A variation agreement is used to amend the terms of an existing contract between parties. It contains a description of the original contract, specification of the changes, mutual agreement to variations, effective date, and signatures of authorised representatives. These agreements may involve modifications to dates, payments, milestones, or other elements of an existing contract.

Visitor agreement

The Intellectual Property Rights from Publicly Financed Research and Development Act No. 51 of 2008, enacted on 2 August 2010, aims to protect and commercialise intellectual property resulting from publicly funded research and development in South Africa. This legislation applies to government-funded research conducted by UCT, asserting UCT’s ownership of the resulting IP. To comply with the Act and the UCT IP Policy, approved by Council on 27 July 2011, all individuals involved in university-administered research, including staff, students, and non-employees, must adhere to the IP policy. Additionally, to protect the interests of visitors and their employers, UCT is required to establish agreements with visitors or their employers. A visitor agreement is therefore required to set out terms for individuals or entities visiting UCT. It covers access, responsibilities, IP, confidentiality, liability, facility use, policy compliance and financial arrangements. These agreements ensure clarity and protection of interests for both UCT and the visitors during their collaborations or visits.