A material transfer agreement (MTA) is a contract that governs the transfer of research materials between two organizations when the recipient of the material intends to use the transferred material for their own research purposes (and not for commercial purposes).
The MTA defines the rights of the provider of the material and the rights and obligations of the recipient with respect to the materials and any modifications, derivations, or the like made the material. MTAs are typically used for biological materials, such as reagents, cell lines, plasmids, and vectors, and these materials are the most frequently transferred materials. However, MTAs can equally well be used for other types of materials, such as chemical compounds, mouse models, plant varieties, and even software.
The MTA is not a technology commercialisation agreement in which one organisation licences technology or intellectual property from another organisation for commercial purposes, such as selling as a product or supplying a service. It is also not a consulting or development agreement in which one organisation contracts another to carry out research on their behalf and in return receives the rights to the research results, include any intellectual property rights such as copyrights or patents.
The MTA may include some confidentiality clauses, but these are better set out in a separate Non-Disclosure Agreement, as many recipients of the materials may wish to publish details of their work on and with the research materials. A separate non-disclosure agreement will apply to all discussions between the organizations and not just relating to the research on the shared materials.
The MTA is designed to promote sharing of material and publication of results of the research. As a result, the MTA will generally not include any clauses about transfer of the rights to intellectual property generated by the recipient from the material. It is possible to include however a provision that the provider of the material and the recipient of the material will negotiate licenses on a “good faith” basis if any are required.
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