A Material Transfer Agreement (MTA) should be used when a researcher would like to either provide materials to an outside party or receive materials from an outside party. An MTA defines the rights, responsibilities, and obligations of both the providing and receiving parties regarding issues such as permitted use, ownership, publications, intellectual property, and liability.
All incoming and outgoing MTAs must be evaluated and signed by an authorized representative from the Technology Commercialization Office.
Please note: Even if you have been asked to sign an MTA by another party and/or provided a signature line on the MTA, you cannot sign the MTA.
What is an MTA?
An MTA is a contract that allows one party to perform research using the materials of another party.
This agreement governs common issues such as allowable uses, transfer of rights, intellectual property rights, confidentiality, and liability.
When are MTAs necessary?
MTAs are needed whenever transferring or receiving materials (whether it be within the public sector, or between the public and private sectors).
No more free sharing!
Why is an MTA important/necessary?
MTAs specify the rights, obligations and restrictions of both the providing and receiving parties with respect to issues such as:
Ownership of materials and modifications or derivatives of the materials made by the recipient
The Provider will always retain ownership of the original material.
The need to balance the rights of the Provider and Recipient for modifications, derivatives, etc.
Limits on the recipient’s use of the materials and related liability
The Provider should always include a specific permitted use (only for research purposes).
The MTA should always include a length of permitted time for use of the material (term).
The Provider should limit its liability for anything that happens during the Recipient’s use of the material.
The Recipient needs to ensure it is not agreeing to terms that may be in conflict with its requirements under a sponsored research agreement, a grant, a fellowship, etc.
Restrictions on the Recipient’s ability to transfer materials, modifications, and derivatives to third parties.
The Provider needs to properly trace where valuable materials have gone to avoid losing control.
If there are no restrictions, the Recipient could further transfer to others who may publish before the Provider has a chance to do so.
The Provider wants to prevent the Recipient from making commercial use of the material without the Provider’s knowledge.
Rights to inventions resulting from the use of the materials
Both parties need to protect their respective intellectual property interests.
The Recipient needs to prevent the Provider from asserting undue rights of ownership of any of the Recipient’s discoveries.
Unauthorized use of patented material in the Recipient’s research, even if received directly from the developer of the material, could result in a patent infringement action by the developer’s university against the Recipient scientist and his/her institution.
The need to balance the parties’ rights so that the Provider can maintain the ability to conduct future research related to its own material.
Rights to publish research obtained through the use of the materials
The Provider should not include terms that may restrict the Recipient’s academic freedom.
The MTA should clearly state that the purpose of the Provider’s review of publications is solely to:
Allow Provider the opportunity to identify patentable inventions; and
Ensure that the manuscript does not contain any of the Provider’s proprietary information.
The Recipient should agree to credit the materials as those of the Provider and acknowledge the Provider in any publications.
Reporting and confidentiality obligations
The MTA should allow for the Provider to have access to the research results.
The research reports may describe patentable inventions and contain unpublished information, so they should be subject to confidentiality restrictions.
What is the process for having an MTA signed at The Ohio State University?
For sending material out, check whether or not you can use the Simple MTA, Ohio State’s new standard MTA template, which has been designed to expedite the process.
If the situation does not meet the criteria that would permit the use of the Simple MTA, then submit your request via our Agreement Request Forms online and, for incoming requests, include a copy of the MTA you received for review, negotiation, and signature. The questionnaire will provide our office with essential details to properly assess your request.
Once you have submitted the request you will receive a confirmation email from our office. Our office will verify the submission and will contact you if more information is needed to process the request. If the request is accepted by our office, then a Contracts Officer will be assigned to review the MTA and will work directly with the Other Party to finalize the MTA. The Contracts Officer will also be in contact with you if more information is needed in order to finalize the MTA.
Sometimes negotiation of the MTA is required, in order to have the agreement comply with Ohio law, federal law, and Ohio State policies.
You will be kept in the loop, by being provided status updates or by being copied on email correspondence.
Once the MTA has been signed by both parties (and also signed by you, if necessary), you will be provided a fully executed copy for your records.
Please read the fully executed agreement carefully to make sure you understand your obligations, you must comply with its terms, and keep your research with the material within the scope of the MTA.
Once the MTA has been fully executed, you may then receive or send the materials.
Please note that our office does not coordinate the packaging or shipment of the materials. You will be responsible for the logistical details and for obtaining the proper necessary approvals from committees that may include the following:
Ohio State’s Institutional Animal Care and Use Committee (IACUC)
Ohio State’s Office of Responsible Research Practices/Institutional Review Board (IRB)
If your research with the material that you receive from another party reaches a point that will go outside the scope of the MTA please contact our office or your Contracts Officer right away so that we can assist you further.
If your research with the material is going to extend beyond the time period indicated in your MTA please contact our office or your Contracts Officer right away so that we can assist you with extending your MTA.
Please feel free to contact the Contracts Officer that has been assigned to finalize your MTA at any time.