The proprietors of these materials often are willing to transfer these items without charge to the University or the researcher, but require agreements to be signed in exchange for the transfer to protect their proprietary interests in these materials. Before the transfer can be affected, the University generally is required to sign an agreement with the organization that will provide the materials. Intellectual property rights, publication privileges and restrictions, and confidentiality of information, indemnification and warranty provisions usually are addressed in these agreements.
Some agreements also identify the liability of the provider and the recipient.
In commercially-sponsored research projects, the use of the material may also carry certain restrictions. Negotiations of the terms of the agreement with the provider often are necessary. The agreements usually are drawn up by lawyers of the organizations that are providing the materials, and of course, their primary objective is to protect the company. To the extent possible, the University seeks to avoid the acceptance of terms and conditions that impose liabilities or obligations. It is not possible to evaluate the seriousness or the likelihood of potential liabilities and obligations for the University without knowing something about the materials being transferred and how they are to be used.