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Material Transfer Agreement

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MATERIAL TRANSFER AGREEMENT

This Material Transfer Agreement ("Agreement") is entered into as of Effective Date: by and between Provider Name: , having its principal place of business at Provider Address: , and Recipient Name: , having its principal place of business at Recipient Address: .

RECITALS

WHEREAS, Provider possesses certain biological materials, proprietary information and related materials more particularly described as Material Description:

WHEREAS, Recipient is a research institution or organization that desires to receive the Material for the Permitted Purpose:

WHEREAS, Provider is willing to transfer the Material to Recipient subject to the terms and conditions set forth herein to protect Provider's proprietary rights, ensure compliance with applicable laws, and limit use of the Material.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Material" means the physical samples, cell lines, reagents, or other biological materials described in the Material Description and any modifications, derivatives or progeny of such materials provided by Provider to Recipient under this Agreement.

1.2 "Permitted Purpose" means research use only, limited to the activities described in the Permitted Purpose field above, and expressly excluding commercial development, diagnostic, therapeutic or clinical use without a separate written license from Provider.

2. TRANSFER AND ACCEPTANCE

2.1 Provider will deliver to Recipient the Material in the quantity and format specified: Quantity/Format: . Title to the Material remains with Provider; Recipient acknowledges that the Material is provided solely for the Permitted Purpose.

2.2 Acceptance: Recipient shall inspect the Material upon receipt and notify Provider within Number of Days for Inspection: days of any visible nonconformity. Failure to provide timely notice constitutes acceptance.

3. PERMITTED AND PROHIBITED USES

3.1 Permitted Use: Recipient shall use the Material solely for the Permitted Purpose and shall not use the Material in humans, in clinical trials, for commercial purposes, or for any activities that create new intellectual property rights without Provider's prior written consent.

3.2 Prohibited Actions: Recipient shall not (a) transfer the Material to any third party, (b) distribute, sell or use the Material for fee-for-service testing, or (c) make the Material available to any person who is not bound by terms at least as protective as those set forth herein.

4. PROPRIETARY RIGHTS; INVENTIONS

4.1 Ownership: Provider retains all right, title and interest in the Material and any related Provider confidential information or know-how. No license, by implication, estoppel or otherwise, to any patent, copyright, trademark or other intellectual property rights is granted hereunder except the limited right to use the Material for the Permitted Purpose.

4.2 Inventions: Subject to any applicable law, inventions, discoveries and improvements resulting solely from Recipient's activities with the Material shall be owned by Recipient; however, if such Inventions would not have occurred but for Provider's confidential information or the Material, the parties shall negotiate in good faith a license to Provider on reasonable terms.

5. CONFIDENTIALITY

5.1 Confidential Material: Recipient shall maintain in confidence and not disclose Provider's proprietary information and any data or materials clearly designated as confidential. Confidentiality obligations shall survive termination for a period of five (5) years, except for trade secrets which shall remain protected for so long as they qualify as trade secrets under applicable law.

6. PUBLICATION AND ACKNOWLEDGMENT

6.1 Publications: Recipient may publish results obtained using the Material provided that Recipient gives Provider at least Review Period for Review: days' advance written notice of any proposed manuscript or abstract and shall consider in good faith Provider's reasonable request to delay publication for patent protection. Recipient shall not include Provider's confidential information in publications without Provider's prior written consent.

6.2 Acknowledgment: Recipient shall acknowledge Provider's contribution in any publication using the Material in a manner reasonably acceptable to Provider.

7. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

7.1 Provider represents that it has authority to transfer the Material. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE MATERIAL IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

7.2 Recipient represents that it has the facilities, expertise and necessary approvals to handle, use and dispose of the Material in accordance with applicable laws and biosafety practices.

8. LIABILITY AND INDEMNIFICATION

8.1 Limitation of Liability: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR INDIRECT DAMAGES ARISING OUT OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.

8.2 Indemnification: Recipient shall indemnify, defend and hold harmless Provider and its officers, directors and employees from and against any claims, liabilities, damages and expenses arising out of Recipient's breach of this Agreement, negligent or intentional misuse of the Material, or failure to obtain required approvals or licenses.

9. TERM AND TERMINATION

9.1 Term: This Agreement shall commence on the Effective Date and continue until terminated as set forth below.

9.2 Termination for Convenience or Breach: Either party may terminate this Agreement upon thirty (30) days' written notice to the other party. Provider may immediately terminate if Recipient breaches any material provision of this Agreement or uses the Material outside the Permitted Purpose.

10. RETURN OR DESTRUCTION

Upon expiration or termination, Recipient shall, at Provider's election, return or destroy all Material and Provider confidential information and certify in writing to Provider within Certification Period: days that such return or destruction has been completed.

11. COMPLIANCE; BIOSAFETY

11.1 Laws and Approvals: Recipient shall comply with all applicable laws, regulations and institutional policies governing the handling, use, storage and disposal of the Material and shall obtain at its own expense any permits, licenses or approvals necessary to receive and use the Material.

11.2 Biosafety: Recipient shall use appropriate containment and biosafety practices. Recipient will maintain records of use and disposition and make such records available to Provider upon reasonable request.

12. SHIPPING, PACKING AND COSTS

12.1 Shipping Terms: Provider shall arrange shipment in accordance with agreed shipping conditions. Shipping Terms:

12.2 Costs: Recipient shall reimburse Provider for reasonable shipping and handling costs if applicable. Reimbursement Amount or Method:

13. NOTICES

All notices, requests and other communications under this Agreement shall be in writing and delivered to the addresses set forth in the opening paragraph or to such other address as may be designated by a party in writing. Notice shall be effective upon receipt.

14. AMENDMENTS; WAIVER; COUNTERPARTS

14.1 Amendments: No amendment or modification of this Agreement shall be valid unless in writing and signed by authorized representatives of both parties.

14.2 Waiver: The failure of either party to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision.

14.3 Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one agreement.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

15.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Jurisdiction: , without regard to its choice of law rules.

15.2 Entire Agreement: This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements.

15.3 Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and the invalid provision shall be reformed to the extent necessary to make it enforceable while preserving the parties' intent.

ADDITIONAL PROVISIONS

Human-derived Genetically modified Other (specify below)

Provider:

By:

Date:

Recipient:

By:

Date:

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What the Material Transfer Agreement Is and When It Applies

A Material Transfer Agreement (MTA) is a written contract that governs the transfer of tangible research materials, biological samples, chemical compounds, software code, or other proprietary items between two parties. MTAs set terms for authorized use, handling, redistribution, intellectual property rights, confidentiality, publication, liability, and return or disposal of the material. Typical parties include research institutions, universities, commercial laboratories, and suppliers. MTAs are used to manage biosafety, export-control compliance, and downstream ownership of improvements created using the materials.

Why a Clear MTA Matters for Risk and Collaboration

A well-drafted MTA protects both provider and recipient by clarifying permitted uses, IP ownership, liability limits, and handling obligations. It reduces disputes, supports compliance with biosafety and export controls, and preserves academic or commercial commercialization options.

Why a Clear MTA Matters for Risk and Collaboration

Typical Parties and Roles That Use MTAs

MTAs are common when materials move between universities, companies, and contract labs; multiple institutional roles are involved.

  • Technology transfer offices and research administration staff manage institutional review and signature routing for academic transfers.
  • Principal investigators and lab managers confirm scientific scope, biosafety classification, and material handling requirements.
  • Corporate legal or licensing teams evaluate commercial use rights, sublicensing permissions, and downstream commercialization terms.

Clear role assignment accelerates review and reduces the need for ad hoc negotiations during research collaboration or reagent sharing.

Who Signs MTAs and What Their Authority Looks Like

Technology Transfer Officer

Typically an institutional official authorized to accept or grant rights on behalf of a university or research center. They review IP clauses, revenue sharing, and ensure the MTA complies with institutional policy and sponsor obligations.

Authorized Company Signatory

A representative with corporate authority—often in legal, contracts, or business development—who can bind the company to use restrictions, indemnities, and confidentiality terms specified in the MTA.

Core Clauses to Expect in a Professional MTA

A complete MTA balances material handling instructions with legal protections. Below are the six essential clause areas to confirm before execution.

Scope of Use

Defines permitted experiments, research fields, and any restrictions on commercial use or human/clinical applications; prevents ambiguous downstream activity.

Material Description

Identifies the material, quantity, provenance, and any known hazards, clinical status, or cell line authentication requirements.

Intellectual Property

Sets ownership of preexisting IP and inventions arising from use; clarifies rights to derivatives, improvements, and licensing obligations.

Confidentiality

Specifies what information is confidential, duration of secrecy obligations, permitted disclosures, and exceptions like published results.

Liability & Indemnity

Allocates risk for misuse, biosafety incidents, and regulatory noncompliance; often includes indemnification and insurance requirements.

Return & Disposal

Requires return, destruction, or permitted retention periods for leftover material and sets documentation and certification steps.

How to Complete an MTA: Step-by-Step

Follow these sequential steps to prepare, review, and finalize an MTA with minimal administrative friction.

  • 01
    Collect Material Details: Document type, quantity, and hazard info before drafting.
  • 02
    Select Template: Use an institutional MTA template or a standard research material MTA.
  • 03
    Negotiate Key Terms: Agree on use restrictions, IP, and liability allocations.
  • 04
    Execute and Record: Obtain authorized signatures and log the executed MTA in institutional records.

Typical Digital Workflow Settings for MTAs

Configure your review and signature workflow to match institutional routing and authentication requirements.

Field Configuration
Review Sequence Multi-step: PI → TTO → Legal
Signer Authentication Email + optional SMS code
Approval Conditions Conditional fields for hazardous materials
Retention Location Institutional contract repository

Digital Signing Considerations for MTAs

Choose a platform that supports multi-signer workflows, audit trails, and optional stronger authentication for high-risk materials.

  • Authentication: Email link, SMS or KBA for higher assurance
  • Audit Trail: IP, timestamp, and action log required
  • File Formats: PDF and DOCX supported for records

Ensure the selected system can produce an evidentiary audit record, retain the signed PDF, and integrate with institutional repositories.

Typical Electronic MTA Signing Flow

An efficient e-signing flow reduces turnaround and creates an auditable record of consent and acceptance.

  • Upload Document: Sender uploads the MTA and attachments.
  • Place Signature Fields: Assign roles and required fields for each signer.
  • Send for Signature: Platform sends secure signing links to parties.
  • Store Executed Copy: Signed PDF and audit trail stored centrally.

Timing Expectations and Typical Deadlines

MTAs vary in complexity; plan for institutional review, export-control checks, and biosafety sign-off when estimating timelines.

Initial Review:

3–10 business days for standard academic MTAs

IP or Licensing Review:

2–6 weeks if new IP or commercial terms are involved

Biosafety Approval:

1–3 weeks for BSL approvals and training checks

Export Control Screening:

1–3 weeks for ITAR/EAR or deemed export assessment

Final Execution:

Typically completed within 1–8 weeks depending on complexity

Key Milestones from Request to Execution

Track these sequential milestones to monitor progress and identify bottlenecks in the approval process.

01

Request Submission

Originator provides material details and intended use for review.

02

Institutional Review

TTO and compliance teams evaluate IP and safety implications.

03

Negotiation and Revision

Parties resolve use restrictions, liability, and publication terms.

04

Final Signatures

Authorized signatories execute the agreement and store records.

Security and Compliance Items to Include or Verify

Encryption: TLS 1.2/1.3 in transit, AES-256 at rest
Audit Trail: Detailed log of signer actions and timestamps
HIPAA: BAA required if PHI is exchanged
21 CFR Part 11: Required for FDA-regulated electronic records
ESIGN / UETA: Ensure intent, consent, attribution, retention
Access Controls: Role-based signers and document permissions

Common Mistakes That Slow MTA Execution

  • Using ambiguous permitted-use language that triggers long IP negotiations and rework between parties.
  • Failing to disclose biosafety classification or export-control liabilities, causing last-minute compliance holds.
  • Routing signatures to unauthorized signers, which requires re-execution and institutional reapproval.
  • Not aligning institutional template terms with sponsor or collaborator mandatory provisions, leading to protracted legal review.

Key Risks and Potential Consequences of an Improper MTA

IP Loss: Overbroad grants can forfeit commercialization rights
Regulatory Breach: Export-control violations lead to civil or criminal penalties
Biosafety Incidents: Improper handling can trigger institutional liability
Contractual Liability: Indemnities may create significant financial exposure
Data Privacy: Improper PHI handling violates HIPAA rules
Execution Defects: Unauthorized signature invalidates the agreement

eSignature Platform Comparison for Executing MTAs

Comparison of common vendor attributes relevant to MTA execution; signNow is listed first per platform comparison conventions.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial Yes, 7-day free trial No No Yes, limited Yes, limited
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Frequently Asked Questions About MTAs

Answers to common execution, compliance, and signature questions for Material Transfer Agreements.


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