Article

October 19, 2026

Integrity, Transparency, Data Protection, and Intellectual Property Clauses in Research Agreements

Integrity, Transparency, Data Protection, and Intellectual Property Clauses in Research Agreements

Sandi Regina Vasiliausha; Tatiane Dutra Romana

DOI: 10.22167/2675-6528-202603445

Article derived from a Course Conclusion Work (TCC), with content based on the student’s original work and adapted to the editorial format of the E&S Magazine with the support of the ResumeAI tool, an artificial intelligence solution developed by the Pecege Institute for textual synthesis and organization.

Summary

The study analyzed the relevance of contractual clauses in research agreements signed by public universities, considering their importance in ensuring integrity, transparency, data protection, and adequate intellectual property management. The objective was to analyze the presence and content of clauses related to integrity, access to information, data protection, and intellectual property in research agreements signed by a Brazilian public university with public and private institutions. Specifically, it sought to identify opportunities for improving the clauses, proposing recommendations for the formulation of more effective legal instruments aligned with contemporary regulatory and ethical requirements. The research adopted a qualitative, exploratory-descriptive approach, through a case study and documentary analysis of 73 draft agreements signed between June 2021 and June 2025. The results indicated low systematization of integrity clauses, with a predominance of declaratory anti-corruption provisions and limited presence of structured compliance mechanisms and socio-environmental and competition clauses. A predominance of confidentiality clauses was observed to the detriment of transparency and fragilities in compliance with data protection legislation, with generic provisions and absence of clear governance. Intellectual property, in turn, showed high incidence and greater detail, but with variability. It was concluded that there is a need for greater standardization and improvement of institutional drafts to strengthen the legal certainty and regulatory compliance of research agreements.

Keywords: compliance; public procurement; contractual clauses.

1. Introduction

In the scope of Administrative Law, agreements are defined as accords signed between public entities of any kind, or between these and private organizations, with the purpose of achieving common objectives among the participants (Meirelles, 2004). The Legal Framework for Innovation (Brazil, 2004) establishes that research agreements represent one of the modalities of cooperation between universities and external entities, enabling the execution of scientific and technological projects of mutual interest. The drafting of these agreements’ minutes is a crucial step, and must contain clauses that define the object, the obligations and responsibilities of the participants, and the commitments that will guide the execution of the partnership (São Paulo, 1999). The adequate definition of the terms of the draft is fundamental for the success of interinstitutional cooperation agreements (Ariño and De La Torre, 1988; Sampsons, 2014). Among these provisions, those related to integrity, access to information, data protection, and intellectual property stand out, as essential elements for the regulation of partnerships in accordance with constitutional principles and current legislation.

Integrity, according to Killinger (2010), is related to values derived from ethics and morality, but focuses on practical aspects such as individuals’ daily behavior and the decision-making process (Huberts, 2014). The inclusion of integrity clauses in draft agreements reinforces mutual responsibility in fulfilling legal obligations and preserving ethical conduct, contributing to the protection of public interest against fraudulent practices and acts of corruption (Villaça and Martins, 2024). Such provisions aim to ensure that organizational values are reflected in individual conduct, especially in interactions with external partners (Brown, 2005).

Transparency constitutes another fundamental aspect in partnership agreements, being a basic principle of public administration that assures citizens the right to follow and oversee the State’s actions (Devides and Silveira, 2017). When entering into agreements, Brazilian public universities must observe the precepts established in the Federal Constitution (Brazil, 1988), ensuring the broad dissemination of partnerships and enabling social control. However, in the formalization of research partnerships, it is common for private participants to share confidential information and personal data protected by the General Data Protection Law (Brazil, 2018). This scenario imposes the challenge of harmonizing the Public Administration’s obligation of transparency with the need to protect sensitive data and strategic information of the partners.

Intellectual property, defined by the World Intellectual Property Organization (2020) as any creation of the human mind in any field of knowledge, be it scientific, technological, artistic, or literary, also deserves attention. These creations are intangible assets and are subject to specific forms of legal protection (Campos and Denig, 2011). Given the high potential for generating intellectual property in activities developed under research agreements, it is essential that the drafts of these agreements contain clear and detailed clauses on the subject (Mueller and Perucchi, 2014). This need is accentuated by the fact that one of the main sources of conflict between universities and companies involves defining the ownership of patents for developed technologies and assigning responsibility for their registration and maintenance (Sohn and Lee, 2012).

The drafting of research agreements involves multiple decision-makers from different participating institutions, which makes the adequate wording of the provisions a significant challenge (Daft, 1998; Ring and Van de Vem, 1994). In this context, the need to deepen the analysis of clauses related to integrity, transparency, data protection, and intellectual property present in the drafts of research agreements signed by public universities becomes evident. This study is justified by the need to ensure that such agreements are aligned with current legal norms and the guidelines established by specialized literature. The detailed verification of these provisions contributes to the mitigation of legal and ethical risks, strengthening the credibility of the institutions involved and promoting greater security and clarity in research relationships. Thus, this work had as its general objective to analyze the presence and content of clauses related to integrity, access to information, data protection, and intellectual property in research agreements signed by a Brazilian public university with public and private institutions, seeking, as a specific object, to identify opportunities for improvement of the clauses and propose recommendations, based on the literature and current legislation, for the formulation of more effective legal instruments aligned with contemporary regulatory and ethical requirements.

2. Material and Methods

This work adopted a qualitative methodological approach, as recommended by Apollinario (2004), which allowed for an interpretive analysis of the data. Regarding the objectives, the research was characterized as exploratory-descriptive, seeking to identify and evaluate the occurrence of specific clauses in documents, in light of Köche’s (2011) definition. The research strategy employed was the case study, focusing on a well-defined unit for an in-depth understanding of its reality (Fonseca, 2002).

The object of empirical analysis consisted of a unit of a Brazilian public university, located in the municipality of São Carlos, in the State of São Paulo. This unit is dedicated to teaching, research, and outreach in the field of engineering, with more than 180 faculty members distributed across nine departments. The choice of this unit allowed for an in-depth examination of the essential and characteristic aspects of its performance in research partnerships.

The research conducted a documentary analysis of 73 minutes of research agreements. These documents were signed by the studied university unit with public and private institutions, in the period between June 1, 2021, and June 1, 2025. The selection of this time interval aimed to cover a recent and representative period of institutional performance in research partnerships.

The data collection stage consisted of identifying and categorizing the contractual clauses present in the draft agreements. For this purpose, three main thematic axes were established: integrity; confidentiality, access to information and data protection; and intellectual property. This categorization was built from specialized literature and applicable legislation, not arising from a single classification in legal doctrine.

On the integrity axis, clauses related to corruption prevention, anti-competitive provisions, integrity program requirements, and compliance with labor and environmental legislation were considered. The rationale for this axis included Law No. 12.846/2013, guidelines from the Comptroller General of the Union on integrity programs, and the doctrinal interpretation of compliance in administrative contracts (Brazil, 2013, 2024; Schramm, 2021).

The axis of confidentiality, access to information, and data protection covered clauses on secrecy, protection of personal and sensitive data, and the obligation to publicize acts. The normative bases for this axis were Law nº 12.527/2011 and Law nº 13.709/2018 (Brazil, 2011a; 2018), which regulate access to information and the protection of personal data, respectively.

Finally, the intellectual property axis included clauses that dealt with ownership, sharing, licensing, and conditions for the economic exploitation of research results. This axis was primarily based on Law No. 9.279/1996 and Law No. 10.973/2004 (Brazil, 1996, 2004), which regulate industrial property and innovation incentives.

After the identification and categorization of the clauses, a comparative analysis of the content found in the documents was carried out. This analysis confronted the contractual provisions with the best practices recommended in the specialized literature and the parameters established in current legislation. The interpretive analysis of the data was based on the hermeneutic perspective (Apollinario, 2004), seeking to understand the meaning and application of the clauses.

The study aimed to identify and evaluate the occurrence of clauses in research agreements signed by the university. Based on this evaluation, recommendations were sought for the formulation of future agreement drafts. These recommendations aimed to promote greater alignment with the principles of integrity, transparency, data protection, and intellectual property, according to the specific objective of the study.

3. Results and Discussion

The analysis of research agreements signed by the university unit, in the period from June 2021 to June 2025, covered a total of 73 instruments, which served as the basis for identifying and categorizing contractual clauses. The results revealed a heterogeneous scenario regarding the presence and detail of provisions related to integrity, transparency, data protection, and intellectual property. This variability is largely attributed to the requirements and contractual models proposed by partner institutions, indicating a lack of standardization in the university’s institutional drafts for these crucial issues.

In general, the research sought to analyze the presence and content of these clauses, with the objective of identifying opportunities for improvement in the formulation of more effective legal instruments aligned with contemporary regulatory and ethical requirements. The findings demonstrate that, although some themes are more consolidated, such as intellectual property, others, such as integrity and data protection, still lack greater systematization and specificity, which can generate legal and operational risks for the institution.

Integrity

Regarding integrity, it was found that 30 out of the 73 analyzed minutes, which corresponds to 41.09% of the total, included clauses related to the topic. This percentage indicates that the incorporation of these provisions does not yet occur systematically in the university’s research agreements. It was observed that such clauses were predominantly found in instruments drafted from contractual models proposed by the partners or that incorporated requirements formulated by them, evidencing that the university’s standard draft did not contain specific integrity provisions.

The identified integrity clauses addressed corruption prevention, compliance with antitrust legislation, the requirement to adopt compliance programs, and adherence to environmental and labor regulations. The analysis of the frequency of occurrence of these types of clauses in the agreements revealed that corruption prevention was the most present theme, with 29 agreements containing such provisions. Following this, labor clauses appeared in 16 agreements, compliance programs in 15, environmental clauses in 11, and antitrust clauses in 5 agreements. It is important to note that the categories are not mutually exclusive, and the same agreement could contain more than one type of integrity clause.

The in-depth analysis showed a predominance of clauses aimed at preventing corruption, present in 39.72% of the analyzed agreements. These provisions expressly referred to Law No. 12.846/2013 (Brazil, 2013), which deals with the administrative and civil liability of legal entities for acts against public administration. The clauses focused on prohibiting the offering of undue advantages to public or private agents and on the provision of contractual sanctions, such as termination in case of non-compliance, aligning with concerns for protecting the public interest against fraudulent practices (Villaça and Martins, 2024).

Additionally, the inclusion of references to foreign legislation was observed, such as the Foreign Corrupt Practices Act (United States of America, 1977) and the UK Bribery Act (United Kingdom, 2010), especially in agreements involving companies with global operations. This practice demonstrates the influence of international compliance standards on the drafting of instruments. However, the predominance of declaratory clauses, to the detriment of those that incorporated structured compliance programs, was a relevant finding. Compliance programs are understood as internal mechanisms for auditing, encouraging the reporting of irregularities, and applying codes of ethics and conduct (Brazil, 2013), and their absence suggests a heterogeneous process of institutionalizing integrity.

Although the adoption of compliance programs is not mandatory for all legal entities in Brazil, the requirement of these clauses as a condition for contract execution and maintenance is admitted (Leal and Zambam, 2023). The inclusion of provisions of this nature in agreements is relevant for the prevention and control of risks of illicit practices (Gabardo and Castella, 2015). However, the observed scenario indicates that corporate governance, which encompasses market regulatory mechanisms (Gabardo and Castella, 2015), is not yet fully integrated into agreements, limiting the effectiveness of integrity provisions to a more formal and less structured character.

Regarding labor and environmental clauses, an incidence of 21.91% and 15.06% of the analyzed agreements was observed, respectively. Labor clauses focused on the prohibition of child labor and labor in conditions analogous to slavery, while environmental clauses were limited to the generic provision of compliance with applicable legislation. This scenario suggests that the socio-environmental dimensions of integrity occupy a secondary position compared to anti-corruption clauses in the research agreements studied, despite their importance for the protection of worker dignity (Alves, 2014) and for sustainable national development (Brasil, 2021; Hegenberg, 2013).

Additionally, clauses related to competition defense, based on Law No. 12.529/2011 (Brazil, 2011b), showed a reduced incidence of 6.84% in the analyzed agreements. This low prevalence of antitrust provisions suggests that competitive risks are not yet widely considered in the structure of these instruments. This finding is relevant, as competition defense is fundamental in contexts involving education, innovation, and technological development (Pimenta, 2020), and the absence of specific clauses may expose the university to unnecessary risks.

Access to Information, Confidentiality and General Data Protection Law

Regarding information access devices, the results showed a predominance of confidentiality clauses in the analyzed agreements, in contrast to a lower incidence of provisions ensuring the publicity of their celebration. It was found that 59 minutes, corresponding to 80.82% of the total, established restrictions on information and results sharing. On the other hand, only 11 minutes, or 15.06%, expressly provided for the mandatory transparency regarding the celebration of the agreement.

This scenario reveals a tension between two fundamental principles: the protection of confidential information, especially in contexts of technological innovation and interaction with the productive sector, and the duty of transparency inherent in the performance of public institutions. As argued by Carvalho (2019), both principles are distinct, yet complementary, dimensions in the process of scientific knowledge production. The prevalence of confidentiality can be justified by the need to protect know-how and research results, but the low incidence of transparency clauses indicates a gap in the formalization of public duty.

The identified confidentiality clauses presented a high degree of detail, covering not only the final results but also intermediate data and know-how. Furthermore, they stipulated extensive confidentiality periods and prior publication control mechanisms. This level of precision is considered adequate, as it avoids the use of generic terms that could lead to broad interpretations, as advocated by Arrabal and Colombo (2017). Clear delimitation of protected information is essential to prevent unfounded claims of confidentiality breaches, especially when the university maintains relationships with companies in similar segments.

The analysis also indicated that, although there are exceptions to the duty of confidentiality, such as in cases of legal requirement, public domain, or the need for academic defense, these exceptions were carefully delimited and, in general, subordinated to the prior authorization of the parties, as argued by Pimentel (2009). On the other hand, the provisions regarding transparency appeared in a more restricted manner, limited to the formal fulfillment of the legal requirement to publish the summary of the agreement in the official gazette as a condition for the instrument’s effectiveness. It was identified that the university’s standard drafts do not expressly include specific clauses on transparency, which appeared only in instruments executed with other public institutions.

Although, in practice, the institution studied publishes the agreements, the absence of this provision in its standard drafts suggests that transparency is not fully incorporated as a structuring element of contractual modeling, being dependent on administrative routines. This indicates an opportunity for improvement in the drafting of agreements so that the principle of transparency is explicitly formalized, ensuring greater legal certainty and alignment with the precepts of public administration.

Regarding the protection of personal data, 23 draft documents, corresponding to 31.50% of the total, contained specific provisions on the subject, with the General Law for the Protection of Personal Data (Brazil, 2018) as the regulatory basis. It was observed that, in several draft documents, data protection was included within the scope of broader integrity clauses. In other cases, specific clauses on the subject were identified, but with a high degree of generality, without establishing clear parameters regarding the form of processing, the specific responsibilities of the parties, or the mechanisms for control and oversight.

Few provisions dealt with aspects such as data sharing, security incident response, or international data sharing, despite the express recommendation of the Attorney General’s Office that such issues be included in specific contractual clauses in public procurement (Brazil, 2022). It was also found that the university’s standard draft did not include specific clauses on personal data protection, so the identified provisions stemmed from requirements or contractual models presented by partners. Considering that public Higher Education Institutions assume the role of controllers and operators responsible for data processing in their administrative contracts, the need to review and update their standard contractual instruments is reinforced, aiming for greater uniformity, legal certainty, and adherence to regulatory requirements (Stelzer et al., 2023).

Intellectual Property

Regarding intellectual property, encompassing both industrial property and copyright, it was observed that 66 minutes, representing 90.41% of the analyzed agreements, presented clauses for the regulation of the matter. This high incidence demonstrates the importance attributed to the topic in the university’s research agreements. In general, the identified clauses covered the definition of ownership of results, the protection of pre-existing intellectual property, rules for licensing and economic exploitation, as well as provisions related to confidentiality and scientific disclosure.

Regarding ownership, the coexistence of multiple arrangements was observed. These included exclusive ownership by one of the parties, co-ownership proportional to each participant’s contribution, and also the provision for subsequent definition through specific instruments, as per Law No. 10.973/2004 (Brazil, 2004). The clauses also showed a recurring concern with the protection of pre-existing intellectual property, ensuring the maintenance of the participants’ original ownership, in line with best practice recommendations for technology contract execution (Pimentel, 2009). This approach is crucial to avoid conflicts and ensure the legal security of the intangible assets generated.

Furthermore, the provisions reflected the need for confidentiality of the generated information and results, especially in projects with potential for economic exploitation. Regarding the exploitation of results, provisions on licensing, royalty sharing, and preference rights were verified, indicating a concern with the economic valorization of research. In this sphere, according to the recommendations proposed by Pimentel (2009), the clauses also defined responsibility for expenses related to the eventual deposit of patents or registration, which demonstrates a considerable level of detail.

Finally, it was observed that, although there is a standardized model of intellectual property clauses adopted by the university, the final wording of the analyzed instruments revealed significant variability. This variability stems from the possibility of negotiation and adaptation to the demands of partners, which resulted in different legal arrangements. This scenario indicates that, although there are previously established institutional guidelines, their application is not uniform, reflecting the negotiation dynamics inherent in research agreements and the need to balance standardization with flexibility to meet the specificities of each partnership.

In summary, the analysis of research agreements revealed a complex and heterogeneous panorama. Although intellectual property presents itself as the most consolidated axis, with high incidence and detail, there are still challenges related to variability and the postponement of essential definitions. In the areas of data integrity and protection, low systematization was observed, with a predominance of declaratory and generic clauses, and incipient adaptation to data protection legislation. Transparency, in turn, proved to be secondary to confidentiality, with the absence of express provision in the standard drafts. This scenario reinforces the need for improvement and standardization of institutional drafts to strengthen the legal certainty and regulatory compliance of research agreements, aligning them with contemporary requirements.

4. Conclusion

This study sought to analyze the presence and content of clauses related to integrity, access to information, data protection, and intellectual property in research agreements signed by a Brazilian public university with public and private institutions. It was found that integrity clauses showed low systematization, with a predominance of anticorruption provisions of a declaratory nature and limited presence of structured compliance mechanisms, as well as socio-environmental and competition clauses. Regarding access to information, a prevalence of confidentiality clauses over transparency was observed, and weaknesses were identified in compliance with data protection legislation, with generic provisions and a lack of clear governance. On the other hand, intellectual property showed a high incidence and greater detail, although with significant variability in the final wording of the instruments. The analysis identified opportunities for improving the clauses, offering subsidies for the formulation of more effective legal instruments aligned with contemporary regulatory and ethical requirements, contributing to the strengthening of legal certainty and regulatory compliance of research agreements.

Among the limitations of this work, the delimitation of the analysis to research agreements entered into by a single university unit stands out, which restricts the generalization of results to other institutions. Additionally, the research focused on the documentary analysis of the drafts, without contemplating the evaluation of the effective application of the clauses during the execution of the agreements or the perception of the different actors involved. Given this panorama, it is concluded that the university has a relevant contractual base, but still lacks greater systematization and alignment with contemporary regulatory and ethical requirements. It is suggested to review and update the institutional standard drafts to incorporate more robust and specific clauses in the areas of integrity, data protection, and transparency, strengthening clear guidelines to guide negotiation with external partners. As a perspective for future work, the development of a verification matrix for research agreements is proposed, which may assist in the preliminary analysis of the instruments and in identifying points that require supplementation or negotiation, with the potential to reduce risks and improve contractual governance.

Bibliographic References

Ariño A.; de la Torre J.1998. Learning from failure: towards an evolutionary model of collaborative ventures. Organ. Sci. 9(3):306–325.

Brasil. 2004. Lei nº 10.973, de 2 de dezembro de 2004. Dispõe sobre incentivos à inovação e à pesquisa científica e tecnológica no ambiente produtivo e dá outras providências. Diário Oficial da União, Brasília, 3 dez. 2004. Seção 1, p.2.

Killinger, B. 2010. Integrity: Doing the Right Thing for the Right Reason. 2ed. McGill-Queen’s University Press, Montreal,

Meirelles, H. L 2004. Direito Administrativo Brasileiro. 45ed. Malheiros, São Paulo, SP, Brasil.

Sampsons, R.C. 2004. The cost of misaligned governance in R&D alliances. J. Law Econom Organ.20 (2): 484-526.

São Paulo. 1999. Complementary Law nº 863, of December 29, 1999. Provides for norms for the celebration of agreements and makes other provisions. Official Gazette of the State of São Paulo, São Paulo, Dec. 30, 1999. Section 1, p.1.

Article originating from the Final Course Work of the Specialization in Compliance and ESG of the MBA USP/Esalq

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