Transactional Agreements Negotiated by the Office of Technology Transfer and Development

Confidential Disclosure Agreements (CDAs)

  • Permits the transfer or exchange of proprietary information between parties.
  • Protects proprietary information and/or data from disclosure or inappropriate use.
  • Protects patent rights.

Benefits and Limitations:

  • Often 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
  • One-way or two-way exchanges can be specified.

Material Transfer Agreements (MTAs)

  • Utilized for the transfer and use of research materials between parties.
  • Internal, non-commericial research use only.

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.
  • Used with universities and non-profits.
  • Not for use with for-profit entities.

The following agreements are used for transferring research materials to/from OTTAD's 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 subjects. 
    • Used for materials that are derivatives of materials originally obtained from human subjects.
    • Used for human subject materials that are identified or coded, and one or more of the parities has access to the code (NIH policy).
  • Uniform Biological MTA (UBMTA):
    • Used for the transfer of vectors, plasmids, compounds, antibodies, peptides, etc.
    • Intended for sharing of research materials among organizations that have signed the UBMTA Master Agreement. 
    • Transferred under the terms of a UBMTA Implementing Letter.

Because of the variety of MTAs available for use in the transfer of materials, and depending on the type of materials transferred, we highly recommend consulting with OTTAD early in the decision process.

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 of the agreements discussed above:

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