A Material Transfer Agreement (MTA) is a written contract between a provider and a recipient of research material. The parties to the contract may be between academic, government, and commercial organizations. The sharing of research products (including, for example, software, cell lines, transgenic animals, monoclonal antibodies) is critical to continuing progress in science, and it is the University’s intention to facilitate the exchange of material among academic research institutions. Such material may have commercial value. To protect this value, and the interests of all parties involved, these transfers are managed by means of an MTA. This protects the rights of the different parties with regard to publication, freedom of research, confidentiality, and intellectual property.
The types of materials typically transferred under MTAs include biological materials, such as reagents, cell lines, cultures, plasmids, vectors, nucleotides, proteins, bacteria, transgenic animals, pharmaceuticals, chemicals, and other proprietary physical materials.
Three types of MTAs are most common at academic institutions: transfer between academic or research institutions, transfer from academia to industry, and transfer from industry to academia. Each has different terms and conditions.
Important Notes Regarding All MTAs
PI's cannot sign MTA's on behalf of the University. The agreement is always between institution A on behalf of their PI and institution B on behalf of their PI, and the only people who can sign the agreements are the institution's authorized officials.
The University's authorized official is: Mike Ludwig, Associate Vice President for Research Administration. In his absence, the MTA can be signed by Aaron House. URA Contact Information
Address: The URA address should be used: The University of Chicago, 6030 South Ellis Avenue, Room 114 (ED-114), Chicago, Illinois, 60637.
Why are MTAs important?
MTAs are important because they 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
- Limits on the recipient’s use of the materials and related liability
- Restrictions on the recipient’s ability to transfer the material, modifications, and derivatives to third parties
- Rights to inventions resulting from the use of the materials
- Rights to publish research obtained through the use of the materials
- Reporting and confidentiality obligations
Each MTA must, therefore, be negotiated on a case-by-case basis. URA reviews and approves incoming and outgoing MTAs with three exceptions:
- Outgoing MTAs from the University of Chicago to Industry, which are reviewed and approved by The Polsky Center
- Uniform Biological Material Transfer Agreement - Required for URA Institutional Endorsement
Most Common Types of MTAs
1. Transfers between the University of Chicago and other academic (nonprofit) institutions
- Outgoing – Materials Transfer Agreement-For Non-Profit Institutions
- Outgoing/Incoming – UBMTA Implementing Letter
2. Transfers from the University of Chicago to Industry – (Not to be used for reverse agreements – another entity giving material to the University.) Outgoing, corporate MTAs from the University to industry are reviewed and approved by The Polsky Center. No routing of this MTA through departmental, divisional or URA offices is necessary. The Polsky Center will inform these offices of the MTA so that a record is maintained of the materials being shared with Industry.
3. Transfers from Industry to the University of Chicago – Material transfers from industry to the University should be routed through the appropriate department, the division, and then to URA using the AURA Grants.
The University of Chicago is committed to compliance with all U.S. export control law and regulations. This commitment extends to promoting strict compliance on an on-going basis with terms and conditions in our contracts and agreements. Therefore, an export control clause must be included in all outgoing Material Transfer Agreements (MTA) where UChicago knowingly transfers material that is subject to U.S. export control laws and/or regulations. An export control clause must also be included in all unilateral and bilateral Confidential Disclosure Agreements (CDA), to ensure that the Disclosing Party is aware and acknowledges its responsibility to inform the Recipient when it is transferring/disclosing controlled material, data, or technology.
The export control clause will emphasis each party's existing duty, under U.S. export control laws and regulations, to notify the Recipient of any material, data, or technology that it will transfer/disclose, which is subject to U.S. export control laws and/or regulations. More precisely, the Disclosing Party must agree to provide the relevant export control classification number (ECCN) or the U.S. Munitions List (USML) Category. The clause must also require the Disclosing Party to indemnify the Recipient, if it fails to properly identify and communicate that any such material, data, or technology, is subject to U.S. export control laws and/or regulations.