Material Transfer Agreement Template and Key Clauses (2026)

What is a material transfer agreement, and when do you need one? A material transfer agreement, or MTA, is a contract that governs the transfer of research materials from one organisation (the provider) to another (the recipient) so the recipient can use them, usually for research. The materials are often biological, such as cell lines, plasmids, antibodies, reagents, samples or model organisms, but an MTA can also cover chemicals, compounds and datasets. It sets what the recipient may do with the material, who owns results and inventions, and the rules on publication, onward sharing and liability. You need an MTA whenever research material moves between organisations, for example between a university and a company, between two universities, or between a hospital and a lab. Even when no money changes hands, the provider usually wants to keep ownership of the original material, limit how it is used, and protect its position on any discoveries. The recipient wants freedom to do its research and to publish. An MTA balances those two interests before the material ships. This article is general guidance, not legal advice. Material transfers can engage intellectual-property, biosafety, data-protection, export-control and, for human or genetic material, ethics and biodiversity rules that vary by jurisdiction, so have a qualified professional and your research office review any agreement before you rely on it. ## Standard forms you can start from For transfers between non-profit and academic institutions, you do not always need a bespoke contract. Two widely used starting points exist: - The Simple Letter Agreement, a short form often used for straightforward transfers of unpatented material between non-profits.

• The Uniform Biological Material Transfer Agreement (UBMTA), a standard master agreement developed by the US National Institutes of Health and the Association of University Technology Managers (AUTM) to simplify transfers between signatory institutions. Institutions that have signed the UBMTA master agreement can transfer material simply by exchanging a short implementing letter for each transfer. AUTM maintains the signatory list. Confirm the current version and the signatory status of both institutions before relying on it. The template below is a general MTA you can adapt where a standard form does not fit, for example where a company is involved. ## Material transfer agreement template Copy the block below and fill the bracketed fields. ``` MATERIAL TRANSFER AGREEMENT This Material Transfer Agreement ("Agreement") is made on [DATE] BETWEEN: [PROVIDER NAME], [address] ("Provider") AND [RECIPIENT NAME], [address] ("Recipient") 1. THE MATERIAL The Provider will transfer [describe material, quantity, any identifiers] (the "Material"), including any progeny and unmodified derivatives, for the Recipient's use under this Agreement. 2. PERMITTED USE The Recipient may use the Material only for the research project titled [PROJECT], led by [RECIPIENT SCIENTIST], for internal research and teaching. The Material will not be used in humans, for commercial purposes, or for any use beyond the project, without the Provider's written consent. 3. NO ONWARD TRANSFER The Recipient will not transfer the Material to any third party without the Provider's prior written consent, and will keep it within the Recipient scientist's laboratory under suitable controls. 4. OWNERSHIP The Provider retains ownership of the Material, progeny and unmodified derivatives. Ownership of Modifications made by the Recipient is [Recipient-owned / as set out in Schedule 1]. This Agreement grants no licence to the Provider's patents except as needed to use the Material for the project. 5. INTELLECTUAL PROPERTY IN RESULTS Inventions made by the Recipient using the Material belong to the Recipient, subject to the Provider's rights in the Material itself. [Any option or first-right-to-negotiate for the Provider is set out in Schedule 1.] 6. PUBLICATION The Recipient is free to publish its results. [The Recipient will give the Provider [N] days to review a draft for confidential information before submission, and will acknowledge the Provider.] 7. CONFIDENTIALITY Each party will keep confidential information disclosed with the Material confidential and use it only for the project. 8. BIOSAFETY AND COMPLIANCE The Recipient will handle the Material safely and in line with applicable biosafety, ethics, import and export, and (for human or genetic material) consent and biodiversity rules. 9. NO WARRANTY The Material is provided "as is", with no warranty of merchantability, fitness or non-infringement. The Provider is not liable for the Recipient's use of the Material, to the extent the law allows. 10. TERM AND RETURN The Agreement runs until the project ends or [DATE]. On completion or request, the Recipient will return or destroy remaining Material, except as needed to comply with law or to keep research records. 11. GOVERNING LAW AND DISPUTES This Agreement is governed by the laws of [jurisdiction], with disputes subject to [arbitration seat / courts]. Signed for the Provider: __________ Signed for the Recipient: __________ Name / title / date Name / title / date

- **Permitted use (clause 2).** Tie the use to a named project and scientist, limit it to internal research, and exclude use in humans and commercial use unless agreed. Providers care most about this clause.
- **Ownership and IP (clauses 4 and 5).** Keep ownership of the original material with the provider, and decide who owns modifications and inventions the recipient makes. Watch for any provider option over the recipient's inventions, which recipients often resist.
- **Publication (clause 6).** Protect the recipient's freedom to publish, while allowing the provider a short review window to remove its confidential information. Long embargoes or publication vetoes are red flags for academic recipients. ## Key clauses explained, and how each side negotiates them - **Reach-through rights.** Providers sometimes seek ownership or a licence over whatever the recipient discovers using the material. Recipients, especially universities, resist broad reach-through claims and prefer to keep their inventions, giving the provider at most a right to negotiate a licence.
- **Publication control.** The recipient wants the right to publish freely; the provider wants a short confidentiality review and an acknowledgement. The negotiation is about the length of the review window, not a right to block publication.
- **Commercial use.** Providers restrict commercial use and may require a separate licence. Recipients that are companies negotiate clearer commercial rights up front.
- **Liability and warranty (clause 9).** Providers give the material as is with no warranty and disclaim liability. Recipients accept this for free research material but check indemnity language carefully. ## Common mistakes to avoid - Vague definitions of progeny, derivatives and modifications, which make ownership unclear later.
- Agreeing to broad reach-through rights that hand the provider ownership of the recipient's future inventions.
- Accepting a publication clause that lets the provider delay or block publication, rather than just review for its confidential information.
- Ignoring biosafety, ethics, import or export, and biodiversity rules for human, genetic or biological material.
- Transferring material onward to a collaborator without the provider's consent. ## A note on jurisdiction MTA rules and the surrounding law vary by jurisdiction. In India, transfers of biological resources and associated knowledge can engage the Biological Diversity Act, 2002 and approvals from the National Biodiversity Authority, alongside ethics and biosafety rules for human and genetic material, and the underlying contract sits under the Indian Contract Act, 1872. In the US, the UBMTA and the Simple Letter Agreement are common for non-profit transfers, and human-material transfers engage consent and privacy rules. Across the EU and other regions, data-protection, biosafety and access-and-benefit-sharing rules under the Nagoya Protocol can apply to genetic resources. Because these rules differ sharply, treat biosafety, ethics, export and biodiversity compliance as jurisdiction-specific, and say "varies by jurisdiction" where you are unsure. Last verified October 2026. ## Where a contract workspace helps A template, or a standard form like the UBMTA, gives you a solid MTA; tracking many transfers is the ongoing work. You record which material went where under what use limits and onward-transfer rules, check each incoming MTA for reach-through rights or publication restrictions before signing, and remember return-or-destroy dates and publication review windows as a lab signs many transfers. Drafting from a form that fits how your institution shares material, flagging a reach-through or publication-veto term, editing in plain language and keeping the dates on one timeline can all sit in a single AI workspace. [Adira](https://adiralaw.com) is one such workspace for research material agreements. The template alone is enough to frame a fair transfer.