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mta

Material Transfer Agreements in Depth

An in depth discussion of Material Transfer Agreements, the issues involved in executing them, and a step by step guide for UVM's process and procedures.

What is a MTA?

A Material Transfer Agreement (MTA) is a written contract between UVM and an outside party setting forth the terms and conditions for the transfer of tangible materials or research tools from one investigator/entity to another for use in the receiving investigator/entity’s research programs. Such materials and research tools are most often biological materials, such as transgenic animals, cell lines, cultures, proteins, human or animal DNA, nucleotides, but can also be chemical compounds, research equipment, prototypes, and in some cases, even software.

Types of MTA

Typically three types of MTAs cover most of the exchanges that occur at UVM: 

  1. transfer between UVM and other academic or research institutions
  2. transfer from UVM to industry
  3. transfer from industry to UVM

MTA Terms and Conditions

Each of these types of transfer call for different terms and conditions, but the basic MTA is made up of the following terms:

  • A definition of the parties to the agreement
  • A definition of the material being transferred
  • The approved use of the material:
    • General basic research
    • A specific experiment
    • Rights to publish and acknowledgement
    • Intellectual property and license options
    • Liability and compliance with laws
    • Term of the agreement and disposal of the material when the research is done

Because of the wide range of possible terms and condition, negotiation between the parties to the agreement may be necessary, but in all cases UVM makes best efforts to ensure that the processing and execution of these agreements is done quickly and efficiently. 

MTA Assistance

To help your MTA process go smoothly, please see the Process and Procedures section below and if you have any questions, please don’t hesitate to contact the UVM MTA Coordinator, Kerry.Swift@uvm.edu or at (802) 656-9964.

Why use an MTA?

  • So why should you use an MTA to transfer such materials and research tools? First and foremost, it is UVM policy that any transfer of materials in and out of the university should be done under an MTA. With that said there are a number of other reasons you as an investigator should use MTAs when transferring materials:
  • Your materials are often the result of years of work, funded by your hard earned grants. MTAs help protect that investment and ensure that you get proper recognition for your materials, both in publications and in the marketplace.
  • MTAs maintain relationships – the reports, copies of publications, and other terms of such agreements help ensure continuing contact and may lead to further collaborations, research funding and potential licensees. You can keep track of your materials using MTAs.
  • MTAs ensure that you can do the work you need to do with the material and also ensure that you can publish that work free from “approvals” and other permissions.
  • MTAs help protect you and UVM from liabilities that may arise from the use of these materials, including proper use of the materials under federal, state and other laws.

Process and Procedures

Authority to sign MTAs on behalf of UVM has been delegated to the Associate Vic President for Research Administration and to the Co-Director of Sponsored project Administration. Faculty and staff cannot personally sign MTAs for materials to be used in an UVM research program and do not have authority to bind UVM. 

Any questions about the use or processing of these agreements should be directed to the MTA Coordinator, Kerry.Swift@uvm.edu or at (802) 656-9964.

Outgoing MTAs - transferring materials from UVM to another entity

Academic or not-or profit institutions
  • UVM investigator completes the Not-For-Profit MTA and sends the completed MTA to the Recipient Organization for review and approval, copying the UVM MTA coordinator
  • MTA Coordinator negotiates any alternate terms, if necessary
  • Upon approval, Recipient Organization and Recipient Scientist sign the MTA and send the executed agreement to the UVM MTA Coordinator either by e-mail (PDF), fax (802) 656-8782, or in hard copy (2 copies) to the address at the bottom of this page
  • UVM Scientist signs the agreement(s)
  • MTA Coordinator has the UVM authorized signatory sign and executes the agreement(s)
  • MTA Coordinator sends copies of the fully signed agreement to UVM Scientist, Recipient Organization (an original in the case of hard copy), and Recipient Scientist
  • Copy or original agreement is filed in the UVM MTA master file
  • UVM Scientist arranges for the transfer of the requested material to Recipient Scientist

Alternatively, an Implementing Letter for the Uniform Biological Material Transfer Agreement (“UBMTA”) can be used for the transfer of materials to other academic and not-for-profit institutions that are signatories to the UBMTA Master Agreement. A complete list of those signatories can be accessed here. The UBMTA was published by The National Institutes of Health (NIH) in collaboration with the Association of University Technology Managers (AUTM), which standardized negotiations over materials transfer. The NIH Principles and Guidelines for Sharing Biomedical Research Resources can be found here.

Companies and for-profit institutions
  • UVM Scientist contacts the UVM MTA Coordinator confirms that using the Commercial MTA makes sense in this particular transfer situation
  • UVM Scientist fills in the Commercial MTA and sends the completed MTA to the Recipient Organization for review and approval, copying the UVM MTA coordinator
  • MTA Coordinator negotiates any alternate terms, if necessary
  • Upon approval, Recipient Organization and Recipient Scientist sign the MTA and send the executed agreement to the UVM MTA Coordinator either by e-mail (PDF), fax ((802) 656-8782), or in hard copy (2 copies) to the to the address at the bottom of this page
  • UVM Scientist signs the agreement(s)
  • MTA Coordinator has the UVM authorized signatory sign and executes the agreement(s)
  • MTA Coordinator sends copies of the fully signed agreement to UVM Scientist, Recipient Organization (an original in the case of hard copy), and Recipient Scientist
  • Copy or original agreement is filed in the UVM MTA master file
  • UVM Scientist arranges for the transfer of the requested material to Recipient Scientist

Incoming MTAs - transferring materials to UVM from another entity

  • UVM Scientist receives proposed MTA from Provider
  • UVM Scientist sends MTA (preferably in electronic form) and a completed Incoming MTA Questionnaire to the MTA Coordinator
  • MTA Coordinator reviews the MTA, Questionnaire, and any additional information from the UVM Scientist, and, if necessary, negotiates the proposed MTA with Provider
  • Upon approval of terms, UVM’s Authorized Signatory and UVM Scientist sign the MTA (2 copies)
  • MTA Coordinator returns executed MTA to Provider
  • Provider Organization and Scientist (in some cases) sign and return fully signed original copy to MTA Coordinator
  • Original agreement is filed in the UVM MTA master file and MTA Coordinator provides UVM Scientist with a copy of the MTA
  • UVM Scientist arranges for the transfer of the requested material from Provider

Please note that each Incoming MTA must be separately considered to determine whether the restrictions and obligations imposed on UVM as the materials recipient, are consistent with:

  • The UVM Scientist’s intended use of the material and research goals for the current research project as well as future research plans, and whether s/he can administer the terms of the MTA in practice
  • UVM’s existing contractual obligations (including to its research sponsors)
  • UVM’s academic mission and policy (including timely dissemination of research results for the public benefit through prompt publication)

Incoming MTAs have varying terms, including the extent and nature of the encumbrances they seek to impose on UVM as the materials recipient. The process of coming to agreement on an MTA is typically simple between non-profit institutions since most institutions have similar objectives and missions. However, many for-profit entities are looking to advance their commercial objectives with their MTA, which often presents problematic terms which conflict with UVM policies. For example:

    • Terms that secure rights to UVM’s research results by granting the provider licensing rights to future UVM inventions made in the performance of the research program in which the material is used
    • Terms claiming ownership through overly broad definitions of “materials,” for example, by including derivatives in the definition. With minor exceptions, UVM will not agree to terms in a provider’s MTA that result in a provider owning UVM’s research results made in a research program using a provider’s material
    • Terms that limit academic freedom through overly broad confidentially terms or terms which unreasonably limit UVM investigators’ submission of a manuscript for publication, etc.

Such terms can result in protracted negotiations between UVM and the materials provider in an effort to reach an agreement that is consistent with UVM’s policies and mission. These issues are not unique to UVM, and the Council on Governmental Relations (“COGR”) has provided a helpful discussion of some of these issues for universities and academic researchers in its publication entitled “Materials Transfer in Academia


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Last modified August 22 2011 02:25 PM

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