Office of Technology Commercialization

Material Transfer Agreements

Definition(s)

A Material Transfer Agreement (MTA) is a binding written contract between parties that governs the use of “Material.” Material can be defined as the physical substance being transferred. However, in a proposed contract the term may be enlarged to include other items, including confidential information about the Material, and the forms of the Material which may arise from replication and maintenance in the recipient laboratory.

MTAs generally reflect the fact that one of the parties has a proprietary interest in the Material and the other party intends to use the Material for his/her own research purposes. Examples of Materials include, but are not limited to: assay materials, monoclonal antibodies, cell lines, mouse strains, plant varieties, technical data, software, confidential information, integrated circuit designs, blueprints, products, processes, devices, fabricated equipment, or any unique material. Material resulting from one's academic activities (such as a syllabus or course notes) and purchased Material would not usually fall under the parameters of an MTA. Intra-MSU transfers of Material are not subject to MTAs.

PROCEDURE FOR INCOMING (MTAs)

When an MTA is received by the Principal Investigator (PI), it should sent to the appropriate Administrator in the Office of Sponsored Projects (OSP) with the OSP MTA Routing Form. OSP will promptly review the collective terms and conditions of the Agreement and inform the PI whether or not the Agreement can be executed without change. If the original Agreement is acceptable, OSP will circulate the Agreement for execution (signature) and send duplicate originals to the Provider.

If any part of the Agreement is not within compliance with MSU policy, state law, or other rules, regulations or guidelines that may be appropriate to the situation, OSP will negotiate with the Provider to modify those sections. The PI will be informed of the process for executing the modified Agreement. Depending upon circumstances, it may be necessary to inform/involve additional departments (i.e. OTM for intellectual property matters, ORC for compliance matters, etc.).  PLEASE NOTE: The negotiation process can be quite lengthy, so investigators should plan accordingly when requesting corporate materials.

DEFINITIONS / PROCEDURES FOR OUTGOING (MTAs)

Material sent to another entity may require an MTA. Examples include:

  • Material is independently developed but assigned to MSU
  • Material is developed under MSU or external funding
  • Material is to be transferred to a third party with or without an existing agreement

Situations where an MTA does not apply would include:

  • Internal transfers amongst MSU departments/units
  • Purchased materials (Example: stock chemicals)
  • Work for Hire (Example: Transfer to a contractee or contractor per existing agreement)
  • Independently developed Material (No MSU resources used to create material or not assigned to MSU)
  • Third party controls the transfer (e.g., industrial contract)

Forms for Outgoing MTAs:

Please contact the OTM for an outgoing MTA form. Examples of forms on file include: Plant Materials Restricted Testing Agreement (for seed or germplasm breeding lines), Biological Materials, Genetically Modified Organisms, and a General Outgoing MTA.