Definition(s)
MTAs:
A Material Transfer Agreement (MTA) is a binding written contract between parties that governs the use of “Material.” Material can be defined as the physical substance being transferred. However, in a proposed contract the term may be enlarged to include other items, including confidential information about the Material, and the forms of the Material which may arise from replication and maintenance in the recipient laboratory.
MTAs generally reflect the fact that one of the parties has a proprietary interest in the Material and the other party intends to use the Material for his/her own research purposes. Examples of Materials include, but are not limited to: assay materials, monoclonal antibodies, cell lines, mouse strains, plant varieties, technical data, software, confidential information, integrated circuit designs, blueprints, products, processes, devices, fabricated equipment, or any unique material. Material resulting from one's academic activities (such as a syllabus or course notes) and purchased Material would not usually fall under the parameters of an MTA. Intra-MSU transfers of Material are not subject to MTAs.
NDAs:
A Mutual Non-Disclosure Agreement (Mutual NDA) is a legally binding contract between two or more parties that outlines the terms under which confidential information will be exchanged and protected. Unlike a unilateral NDA, where only one party discloses confidential information, a mutual NDA assumes that all parties may disclose and receive sensitive information during the course of their collaboration.
The purpose of a Mutual NDA is to ensure that proprietary, technical, or business-sensitive information shared between the parties remains confidential and is not disclosed to unauthorized third parties. This type of agreement is commonly used when MSU researchers are exploring a potential partnership, joint venture, research collaboration, or other cooperative activity where mutual trust and protection of intellectual assets is essential.
Procedure for MTAs
Outgoing:
Material sent to another entity may require an MTA. Examples include:
- Material is independently developed but assigned to MSU
- Material is developed under MSU or external funding
- Material is to be transferred to a third party with or without an existing agreement
Situations where an MTA does not apply would include:
- Internal transfers amongst MSU departments/units
- Purchased materials (Example: stock chemicals)
- Work for Hire (Example: Transfer to a contractee or contractor per existing agreement)
- Independently developed Material (No MSU resources used to create material or not assigned to MSU)
- Third party controls the transfer (e.g., industrial contract)
When a researcher is requesting an outgoing MTA be executed, they should submit a request via the Inventor's Portal, making sure to select Material Transfer Agreement as the type after clicking on "Request an Agreement" in the left-hand menu. If you have not submitted through our online portal before, there may be a delay after logging in via the MSU Single Sign On during which your account is configured. This delay may last several minutes, but you will receive an email notification once your account is automatically configured. Once the agreement is filled out and has been submitted via the portal, our office will review the submission before approving and routing it for signatures. The first two signatures that will be required will be the requesting individual and their department head.
Incoming:
When an MTA is received by the Principal Investigator (PI), it should sent to the appropriate Administrator in the Office of Sponsored Projects (OSP) with the OSP MTA Routing Form. OSP will promptly review the collective terms and conditions of the Agreement and inform the PI whether or not the Agreement can be executed without change. If the original Agreement is acceptable, OSP will circulate the Agreement for execution (signature) and send duplicate originals to the Provider.
If any part of the Agreement is not within compliance with MSU policy, state law, or other rules, regulations or guidelines that may be appropriate to the situation, OSP will negotiate with the Provider to modify those sections. The PI will be informed of the process for executing the modified Agreement. Depending upon circumstances, it may be necessary to inform/involve additional departments (i.e. OTM for intellectual property matters, ORC for compliance matters, etc.). PLEASE NOTE: The negotiation process can be quite lengthy, so investigators should plan accordingly when requesting corporate materials.
Procedure for NDAs
Examples of confidential information that must be protected include, but are not limited to, the following:
- Technical data and specifications
- Business plans and strategies
- Financial information
- Research and development materials
- Software code and algorithms
- Trade secrets and know-how
- Customer and vendor lists
When a researcher or staff member is requesting that a mutual NDA be executed with an external partner, they should submit a request via the Inventor's Portal. After logging in, select "Non Disclosure Agreement (External, Mutual)" as the agreement type by clicking on "Request an Agreement" in the left-hand menu.
If this is the first time accessing the portal, there may be a delay after logging in via the MSU Single Sign On while the account is configured. This delay may last several minutes, and the user will receive an email notification once the account is ready.
Once the agreement form is completed and submitted through the portal, the Office of Technology Management (OTM) will review the submission before approving and routing it for signatures. The first two signatures required will be the requesting individual and their department head. Depending on the nature of the agreement, additional offices (e.g., OSP for sponsored projects, ORCS for compliance and any export controlled information) may be consulted.