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Material Transfer Agreement Guidelines

A material transfer agreement (MTA) is a contract under which one party (the provider) makes a tangible product, material, or resource available to another party (the recipient) for use in a research project. An MTA is "incoming" if UWM is receiving the material and "outgoing" if UWM is sending the material off campus.

Download Material Transfer Agreement (Word)

MTAs for Incoming Materials

Off-campus material providers can be classified as educational/non-profit organizations, for-profit companies or governmental agencies, and as domestic or foreign. These organizational characteristics, along with the perceived value of the material to the provider, largely determine the contractual provisions that the provider will expect UWM to accept.

Domestic educational institutions, non-profits, and governmental agencies typically offer the most liberal MTA terms and conditions. In the United States, most educational institutions and many non-profits use the Uniform Biological Material Transfer Agreement (UBMTA), which was developed on a collaborative basis to facilitate the exchange of research material for non-commercial purposes. Governmental agencies usually provide materials under similar terms.

Incoming materials from for-profit entities tend to be more tightly controlled. A for-profit company will closely guard materials that are central to its marketing plans, potentially lucrative, and/or subject to ongoing in-house research and development. A company will be less protective of a low-value, thoroughly studied, and already-patented material, especially if it is peripheral to its marketing strategy.

Private, for-profit entities almost always present recipients with an MTA of their own design. If the material is highly valued, the provider may seek to impose a number of onerous provisions on the recipient, including the following:

• All recipient inventions resulting from the use of the material belong to the provider.
• Publications reporting the use of the material must be approved by the provider or can be delayed for more than 90 days.
• The recipient must indemnify the provider and/or submit to the jurisdiction of an out-of-state court.

Adjusting provisions like these to make them acceptable to a public educational institution such as UWM can be difficult and can take weeks or months to accomplish.

Domestic organizations are usually easier to deal with than foreign entities, for-profit or otherwise. Legal practice in the U.S. differs from foreign law particularly in the areas of jurisdiction, governing law and indemnification. These differences can be difficult to overcome, lengthening the negotiation period or, in extreme cases, even preventing the parties from reaching agreement.

MTAs for Outgoing Materials

UWM faculty members can transfer materials to educational or non-profit organizations under the terms of the Uniform Biological Material Transfer Agreement unless the material is owned by the UWM Research Foundation, in which case the request should go there for processing. If a for-profit entity wants material from UWM, the request should be referred to the Office of Technology Transfer for evaluation.

MTA "How To" Matrix

Materials Incoming to UWM

Provider Type	Recommended Action
Educational/non-profit (domestic)	Suggest using a Simple Letter Agreement (terms are consistent with the UBMTA) or use provider's form. Fill out and sign MTA. Forward MTA through WISPER to the UWM Office of Technology Transfer (OTT). Please include complete provider contact information.
Educational/non-profit (foreign)	Start with the provider's form or suggest using Simple Letter Agreement. Fill out, sign, submit to OTT as above.
Government (domestic)	Provider will likely have its own form using terms consistent with UBMTA. Fill out, sign, submit to OTT.
Government (foreign)	Provider will have its own form. Fill out, sign, submit to OTT.
For-profit (domestic or foreign)	Provider will almost always have its own form. Fill out, sign, submit to OTT.

Materials Outgoing from UWM

Provider Type	Recommended Action
Educational/non-profit/ government (domestic or foreign)	If material has been assigned to the UWM Research Foundation, refer request to Foundation President Brian Thompson. If you have authority to transfer the material, and recipient is signatory to UBMTA, use the UBMTA Implementing Letter, otherwise use Simple Letter Agreement. Fill out and sign MTA (please be sure to include recipient contact information). Submit to OTT through WISPER.
For-profit	Refer the request to OTT for evaluation.

Other Resources

• Council on Governmental Relations (COGR), Materials Transfer in Academia