Transactional Agreements Negotiated by the Office of Technology Transfer and Development

Confidential Disclosure Agreements (CDAs)

Purpose: Permits the transfer or exchange of proprietary information between parties

Benefits and Limitations:

  • Is often the first step in partnering
  • Permits viewing or obtaining information related to patent applications prior to public release
  • States the obligations of both parties and any exclusions that may be wanted
  • Allows option to specify one-way or two-way exchanges

Confidential Disclosure Agreements (CDA) protect from disclosure or inappropriate use, information identified as "confidential" by the two or more parties wishing to discuss research efforts prior to a decision on whether to pursue a collaborative partnership.

Material Transfer Agreements (MTAs)

Purpose: Specifies the transfer and use of research materials for internal use between parties

Benefits and Limitations:

  • Controls materials and information by identifying the parties involved, the materials to be exchanged, and the expected use of the material
  • Typically prohibits human use
  • Requires non-commercial use of materials
  • Is used with universities and non-profits
  • Typically requires for-profit entities to have a Biological Material License to obtain NIH-developed materials and technologies

Material Transfer Agreements (MTAs) are utilized when any proprietary material is exchanged, when the receiving party intends to use another’s material for his/her own research purposes, and when an informal or no-research collaboration between scientists from either party is planned. Included in the MTA are provisions addressing use of the transferred material, confidentiality, data access and dissemination, publication, and the requirement that the material be used only for research purposes.

The following agreements are used for transferring research materials to and from the NHLBI and Office of Technology Transfer and Development (OTTAD) client Institutes:

  • Simple Letter of Agreement (SLA): Used to transfer vectors, plasmids, compounds, antibodies, peptides, etc. Cannot be used for Human Subject Research, or for samples directly obtained from humans.
  • MTA for the Transfer of Organisms (MTA-TO):  Used to transfer organisms such as mice, flies, etc.
  • Human Materials MTA (Human-MTA):  Used to transfer materials directly obtained from humans. The Human MTA is also used for materials that are derivatives of materials originally obtained from humans and that are identified or are coded, and the parties have access to the code (NIH policy).
  • Uniform Biological MTA (UBMTA): Used for the transfer of vectors, plasmids, compounds, antibodies, peptides, etc. The UBMTA is intended for the sharing of research materials among organizations that have signed the UBMTA Master Agreement. Materials can be transferred under the terms of the UBMTA by executing an Implementing Letter.

Because of the variety of MTAs available for use in the transfer of materials, and depending on the type of materials transferred, a consultation with OTTAD early in the decision process is highly recommended.

While the agreements listed above are preferred, OTTAD may utilize other agreements as the situation dictates, including Software Transfer Agreements and outside party agreements. Agreement templates offered by an outside party must be consistent with NIH and Public Health Service Policy, and Federal law.

All agreements discussed above:

  • must be reviewed by OTTAD prior to signature, and
  • must be signed by a designated Authorizing Official of the NHLBI or a designated Authorizing Official of OTTAD’s client Institutes.

To facilitate any of the agreements above, please contact the Office of Technology Transfer and Development (OTTAD).