A Material Transfer Agreement (MTA) is a legal contract which designates the terms to be followed for the transfer of experimental materials (biological, mechanical, electronic, etc.) coming into or going out of the University. All MTAs for UM are negotiated through the ORSP Division of Technology Management. Our office is often asked “Why do we need an MTA?” There are many reasons — here are some of the most important:
- Liability – Dr. Alice Clark, Vice Chancellor for Research and Sponsored Programs, is the University's signatory agent for research related agreements. As state employees we are protected by the state as long as we are performing our duties and are not negligent. The University is also protected under state law. If a UM employee makes arrangements with a third party on his/her own, that individual becomes personally liable and the University becomes liable. Saying that you didn't know an agreement was needed or that you thought you were authorized to sign an agreement for the University will not reduce your personal liability risk. In order to be sure that you are aware of the requirements and obligations under any agreement, UM personnel are required to acknowledge each agreement by their signature.
- Benefit sharing with countries of origin – UM has an impressive list of international collaborations; our personnel have established relationships with institutions on all continents. If you are interested in obtaining materials endemic to another country, it is imperative that the government officials who have authority for the protection of their country’s natural resources are on board with these collaborations. One bad experience can result in damage to both the investigator’s and the University's reputations.
- Required for licensing – Companies will not license any technology without certain assurances. For example, it is imperative that country of origin issues have been addressed by the University and the University has clear ownership rights to the intellectual property. Meeting these requirements means that appropriate agreements with countries of origin and/or third party institutions must be in place prior to initiating any licensing discussions.
- Ownership rights – An agreement protects the University's existing intellectual property and details how any new intellectual property created in the laboratory will be handled. This is to give the University clear ownership rights, which are required before we can transfer the technology to a commercial partner.
- Research plan – An agreement includes a plan that specifies what each party will do and sets up parameters for use of the materials by both parties to ensure that they are not used for any other purpose outside the scope of the agreement. This is to give the University clear ownership rights as well as to address potential liability issues.
- Publication – The terms by which a researcher may publish results of his/her work are specifically outlined in the agreement. If proper agreements are not in place that clearly define the parameters for publication, your freedom to publish may be limited by the sponsor or collaborating institution.
- Confidentiality – An agreement also contain provisions for confidentiality relevant to a project. Disclosure of a patentable idea without proper confidentiality agreements can negate patent filing rights.
- Patent law – If a collaboration results in an invention, with inventors from different institutions, an agreement must be in place tying the collaborating institutions together.