Page Updated: August 20th, 2018
The exchange of materials among scientists is a common, and much needed, practice. Material Transfer Agreements (MTAs) are contracts that protect the rights of both the recipient and the provider of these materials. Whether the material is incoming or outgoing, and whether the party we are contracting with is a government agency, academic institution, non-profit organization, or industrial partner, contracts of this type are negotiated by the Contracts Team in RSP.
Notwithstanding the foregoing, when rights to outgoing materials have been assigned to the Wisconsin Alumni Research Foundation (WARF), the agreements covering transfers will be handled by WARF.
An MTA is a written contract that defines the rights, obligations, and restrictions for both the provider and recipient with respect to the materials being exchanged. MTAs are not used for purchase of commercially available materials.
At UW-Madison, there are situations when an MTA is required due to policy and other situations where, while not required, it is a good idea to have an MTA. Since the purpose of an MTA is to protect the rights of both the provider and the recipient, even if an MTA is not required, it may be a good idea to have an MTA to protect the rights of the researcher(s).
RSP, working with other campus groups, has established a goal of defining a new process to expedite the processing of these template MTAs. Adopting these new processes for MTAs should positively affect the processing times of MTAs. By signing the template agreements quickly, the material should arrive to the lab sooner. Additionally, efforts will be redirected away from reviewing template agreements and devoted toward reviewing more complicated agreements.
Below are some items to keep in mind when receiving material or sending material to others:
Please keep these consideration in mind as you are pursuing the receipt of materials. If these considerations for incoming materials raise concerns for you, please discuss with RSP prior to signature of the agreement. RSP can negotiate incoming material transfer agreements based on discussions with you. After an In-MTA has been executed, it is the responsibility of the PI to abide by the terms and conditions of the agreement.
Knowing that timing is crucial to conduct experiments, RSP and the OVCRGE have implemented a process to expedite certain template MTAs. This process recognizes that the researchers have first-hand knowledge about the work they are doing and the materials in their labs.
As part of this process to expedite agreements, for Incoming MTAs, if the agreement is an unmodified version of the one of the agreement templates listed below, or if the agreement is a template universally accepted at UW-Madison, such as an Addgene Order, RSP will sign the agreement without further discussion and return the signed agreement to the provider.
We ask that researchers please review the MTA agreement in conjunction with existing obligations and the Important MTA Considerations listed above. If there are any questions regarding the Considerations or the MTA terms themselves, please contact RSP at firstname.lastname@example.org.
Outgoing MTAs require UW-Madison to be a bit more careful because there are many interests involved. From WARF to the providers of the material to the funders of the research, there are many interests that pull on UW-Madison. To help UW-Madison evaluate the interests that may be involved in the material, UW-Madison has developed the Outgoing MTA Checklist through conversations between RSP, the OVCRGE and the Office of Legal Affairs. This checklist should be completed and attached to the WISPER record of all Outgoing MTAs at the time the record is created. With this checklist completed, RSP can help direct which template agreement to use for the specific material, notify other campus constituents that may need to weigh in on the material transfer, and ensure that UW-Madison is compliant with any requirements that may exist for the specific material.
For specific processes regarding Outgoing MTA, please see below:
For material you have assigned to WARF, WARF, not UW-Madison, has the authority through ownership to share the material. In these instances, the researcher should connect with their contact at WARF, or email@example.com, to coordinate the agreement around the distribution of the material to the recipient. WARF generally uses the UBMTA for such transfers, and it can be a quick and easy process for all involved.
Sharing material from human subjects requires a bit more care than sharing of other materials. With human subject material, UW-Madison has to make sure that the rights of the subjects or patients have been observed. This means ensuring that the material was acquired under proper IRB protocols, that informed consent was given, and that the informed consent covered the sharing. To help root out this information, RSP, the Office of Legal Affairs, and the IRB have put together the attached supplemental questionnaire. If the material to be shared was derived from human subjects under an approved IRB protocol or from patients for clinical purposes, we ask that this supplemental questionnaire be completed and uploaded to the WISPER record.
When material UW-Madison wishes to share is created using other materials, there may be obligations to the provider of the other material. In these instances, RSP will review the obligations (if any) that UW-Madison may have from the original provider to make sure UW-Madison doesn’t violate those other terms. Depending on the obligations, RSP may need to reach out to the original provider to ask permission or even tailor the Outgoing MTA to comply with the underlying obligations from the original provider. If the researcher already has permission to share from the original provider, it is helpful to have this documented from the provider and give this information to RSP to help streamline the process.
When the recipient of the material is a commercial entity, the expectations of the commercial entity may complicate UW-Madison’s ability to share the material. Quick discussions with both the commercial entity and the researcher can help us determine how best to handle the transfer. If the material is not related to a WARF patent or otherwise assigned to WARF, and the commercial entity only needs the material for limited internal research and not to commercialize products or services, we likely can use a modified version of the simple letter agreement or AUTM Toolkit MTAs. If the commercial entity requires broader rights to the materials or there is more value in the materials that should be returned to UW-Madison, UW-Madison will bring WARF into the mix to help with the licensing. If the researcher has a WARF contact, please let RSP know so RSP can coordinate with the researcher and WARF regarding how best to handle the transfer. Depending on the needs of the commercial entity (such as confidentiality), this agreement may not go through WISPER or RSP. A final determination will be made while coordinating with the researcher and WARF. If the materials are related to a WARF patent or otherwise assigned to WARF, WARF will handle the agreement around the transfer. Please inform your WARF contact of the request, or firstname.lastname@example.org.
Basic agreement to accomplish the transfer of materials. Developed by NIH, this agreement is accepted by almost all universities. The agreement restricts the use of the materials to not-for-profit research purposes only, and prohibits redistribution of the material without the consent of the original provider. This agreement can be used to transfer any material that requires minimal protections.
Recognizing that there might need to be more protections for materials, the UBMTA provides additional terms to protect the rights of the providing institution. This agreement is used for the transfer of biological materials and requires both institutions to be signatories to the UBMTA Master Agreement. Once both institutions are signatories, this agreement to transfer materials is accomplished by both parties signing the implementing letter for the specific material transfer. This agreement can be used for the transfer of biological material where additional protections are needed. The UBMTA is only for transfers between non-profit/academic organizations.
While the UBMTA and Simple Letter Agreement are sufficient to transfer the vast majority of materials, some materials require special consideration. Transferring things such as chemicals often require more than the Simple Letter Agreement. And the UBMTA may not offer enough protection for sensitive materials, such as stems cells. Finally, the Simple Letter Agreement and the UBMTA were developed by NIH and are really aimed at domestic transfers. With universities operating on the global stage, additional templates are needed to do international transfers.
In order to accommodate these considerations, AUTM developed MTAs to address specific materials. These MTAs should be used for the specific material identified when additional protections are needed. They also should be used in instances where the University is transferring material outside of the US. The AUTM MTA templates are only for transfers between non-profit/academic organizations. They also allow for customization through additional terms.