Material Transfer Agreements
Please try to obtain the material, before submitting a grant in which you describe experiments that will require use of the requested materials. If MTA negotiations are extended, or in those instances in which the parties cannot come to terms, the material may not be available. If the grant specifically names the material, a significant change in scope may be required.
What is a Material Transfer Agreement (MTA)?
MTAs are contracts that govern the transfer of tangible research materials between two or more organizations (universities, non-profit entities, or for-profit entities) for research purposes. The MTA contains terms and defines the rights of the provider and the recipient of the original materials and any derivatives made from those materials.
UTRF is a key organization at The University of Tennessee, which plays an important role in commercializing and otherwise making my research relevant in the real world. I'm always happy to work with the very capable people at UTRF.
-C. Neal Stewart, Professor and Ivan Racheff Chair of Excellence,
Department of Plant Sciences
Why is an MTA necessary?
(Source: Materials Transfer in Academic: 20 Questions and Answers, Council on Governmental Relations, 2003.)
The provider of material or data may feel an MTA is needed in the following circumstances:
- The material and/or information is proprietary
- The material or information is being maintained as a trade secret
- The material is infectious, hazardous or subject to special regulations
- The provider is concerned about potential liability, and/or
- The provider wishes to obtain rights to the results of the research in which the material or information is to be used.
I need to request research material from another institution - what do I need to do?
When you request material from another institution, you may receive an MTA ("incoming MTA") from the provider institution. You must submit that MTA to your campus research office ("RO") for review, approval, and signature. If you don't receive an MTA, check with your RO to make sure there aren't any conflicts.
Check with your RO ahead of time to see if the providing institution is a signatory to the UBMTA (Uniform Biological Material Transfer Agreement). If it is, and the other institution is agreeable, your RO may use a UBMTA Implementing Letter to expedite the review process.
The Uniform Biological Material Transfer Agreement (UBMTA) is a document approved by the Public Health Service and signed by a number of universities and non-profit institutions outlining approved terms of sharing biological materials. If both the provider and recipient institutions are signatories to the UBMTA, materials can be transferred under the terms of the UBMTA upon execution of an Implementing Letter for the particular transfer. Additional information about the UBMTA and a list of signatories is available here.
Each campus research office has different requirements for processing MTAs, so it is important to contact the office ahead of time to find out what should be submitted. For example, if biological or other potentially dangerous materials are being transferred, safety is a concern. Check with your RO to see what their requirements are regarding submission of the MTA to your campus Biosafety Office.
When your RO receives the MTA, it will submit a copy to the University of Tennessee Research Foundation.
Someone has requested research material from me - what do I need to do?
When you receive a request to send material to another institution ("outgoing MTA"), you must submit the request to your RO. Material should not be sent out without prior approval. Contact your RO for the items you should submit along with the MTA.
If biological or other potentially dangerous materials are included in the MTA, safety may be a concern. Check with your RO to see what their requirements are regarding submission of the MTA to your campus Biosafety Office.
UTRF will assist your RO in negotiating the terms of the MTA with the provider or recipient institution.
Who are the parties to an MTA?
- The parties to an MTA always include UT and the other institution. UTRF may be a party if an invention disclosure is involved.
- UT investigator is never a party to an MTA and should never sign the MTA for UT. The recipient investigator at UT, however, may sign an acknowledgment of his/her obligations to abide by the terms and conditions of the MTA.
What are the main issues that may cause a delay in approval of the MTA?
Infrequent issues may include approval of the material by the Biosafety Office (if approval from that office is required), the lack of urgency on the part of the provider/recipient, or the availability of approving officials to sign the document.
However, the primary reason for delays is that the parties do not agree on the terms of the MTA. It sometimes takes weeks or months for the parties to negotiate terms that are mutually acceptable. This is especially true when the provider/recipient is a for-profit company. In rare instances, the parties may not be able to come to terms that are mutually agreeable and the material may not be available to UT or, in the case of outgoing material, the other party.
Terms that are likely to extend the negotiation period include:
- Indemnification/Liability - UT is an agency of the State of Tennessee can not agree to indemnify or hold harmless third parties (i.e., insure the other party against losses). UT can only agree to be liable for its own actions to the extent allowed by law. In rare instances, the providing institution will not transfer material if they cannot be indemnified (protected) for UT's use of the material.
- Choice of Law/Jurisdiction - As a state institution, UT cannot agree to have the MTA governed by another state's law (or even federal law, except in rare instances) and can not agree to the jurisdiction of another state or federal courts. UT can agree to remain silent on the choice of law, which usually resolves the issue.
- Arbitration - Again, UT is an agency of the state and can not agree to arbitration. To resolve this, sometimes parties agree to remain silent on arbitration, but sometimes this can be a deal breaker.
- Definition of material that includes all derivatives - Ideally, the MTA defines material as the material itself and any unmodified derivatives of the material. However, some providers will request that they own all modified derivatives of the material, which may be an invention. The investigator could be prevented from using his or her own research results in further research, transferring them to other organizations, meeting obligations to research sponsors or funding agencies, or ensuring that the results are made public. By agreeing to such a definition, UT could put itself in the position of violating any applicable funding agreements, including both federal and non-federal grants or contracts.
- Intellectual property provisions - Some incoming MTAs state that the provider owns results and inventions arising out of the research (this usually happens with for-profit companies). As an academic institution and recipient of external (including federal) funding, UT may not agree to such terms, which generally conflict with the funding agreements. Also, if providers assert ownership over results and inventions, the investigator may be prevented from using results in future research. This could restrict the investigator's ability to interact with a future sponsor or may prevent UT from conveying rights in inventions to future licensees.
- Publication restrictions - Some MTAs require that the investigator obtain written consent from the provider to publish or the provider may request co-authorship. Such terms violate academic freedom and may conflict with funding agreements and journal requirements. Publication restrictions may also affect the investigator's ability to report results to sponsors or funding agencies. Sometimes delays in publication may be negotiated, provided that such delays are not excessive, are acceptable to the investigator, and are not inconsistent with funding agreements.
- Illegal aliens - Pursuant to a new state law, UT must require providers of material to attest that they shall not knowingly use illegal aliens in the performance of the contract (the MTA). This applies to all international providers and private domestic providers. Some providers do not wish to provide such an attestation.
The parties have agreed on the terms, now what?
- Once the parties agree on the terms, the MTA is signed by all parties. The signature process may take up to a week. It may take two weeks or longer if it is from a non-U.S. provider because the general counsel and treasurer in Knoxville have to approve and sign it.
- Once the MTA has been signed by all parties, the material may be sent at that time either by UT or the provider, depending on whether it is outgoing or incoming. If UT is the recipient, the investigator may follow up with the provider to make sure that the materials have been sent.
- The provider should send the material to the investigator and the executed MTA to your RO. However, if the provider sends the executed MTA to the investigator with the material, please be sure to send the MTA to your RO; otherwise, your RO does not have a record that the contract is fully executed. Also, please let your RO know that you received the material.
Please feel free to contact UTRF at any time after you have submitted a request, if you have questions about the status of your MTA.