A Brief Introduction About the Material Transfer Agreement
What does MTA stand for? It stands for a material transfer agreement. It is a legal document that is created between two or more parties when either of them holds the rights to intellectual property, and they are receiving research materials from the other party. In simple terms, this agreement and or legal agreement is created in order to make sure the party whose intellectual rights are being used is protected at all times.
In order to forward their research, they are taking help either in the form of funds, information or in any other manner from a corporate entity or an agency. Both parties want to make sure that their intellectual rights are protected at all times, i.e., before, during, and after the transaction and therefore creates this agreement.
Who Takes the Material Transfer Agreement? – People Involved
In the creation of this agreement, there are usually two or more parties involved. The first party in the transaction is the principal party who holds the rights to the intellectual property at the context, and the second party is the individual, organization, and or company who is providing help and support in some manner. This support may be either in the form of funds, materials, and or information.
In legal terminology, the first party is referred to as the Principle Party, and the second party is known as the Assisting Party. The contract and or legal agreement is simply referred to as the Agreement.
Purpose of the Material Transfer Agreement – Why Do You Need It?
The main purpose of this agreement is to establish a legal understanding between both the organizations and to make sure that the interests of the individual parties, along with the collective, are protected at all points in time.
Some of the most significant aspects to note about a Material Transfer Agreement are the following:
One of the most important aspects worth noting about a Material Transfer Agreement is the fact that it aims to make sure that the transfer of tangible research materials between both the organizations is as smooth as possible without any disputes and or hassles in between. The first party in this scenario receives the research material, and the second party in this context provides the research materials that will help to further the research.
The Material Transfer Agreement clearly defines the rights and limitations that are separately applicable to both parties. This applies even to the research materials that are being transferred between both the organization, the results of the research as well as all the derivatives that come out of the same.
While the scope of a Material Transfer Agreement can be extended to a variety of research materials, the most common that are transferred between organizations are biological materials, such as reagents, cell lines, plasmids, and vectors. Some of the other materials that can be exchanged between parties include chemical compounds and, in some cases, even software packages, all depending upon the type of research in context.
In the case of a Material Transfer Agreement, there are usually two types that are commonly employed. The first type is known as the Incoming Material Transfer Agreement. This agreement is only employed when the researcher is receiving certain materials and or funds from an external party, be it a corporation and or agency. The second type is known as an Outgoing Material Transfer Agreement. This agreement is used when the researcher in question is sending some materials to an external agency, individual, company and or organization, either for the purpose of getting results or for additional level concerning the advancement in the research.
Another important aspect worth noting is that, although the contents of both the agreements are slightly different, most of them are similar up to a certain extent. For example, in both the agreements, the fundamental focus remains on protecting the individual intellectual rights of the researcher. The primary focus of an incoming Material Transfer Agreement is to make sure that the researcher always reserves the right to use and publish the research that is being conducted, along with protecting the rights of existing as well as potential intellectual properties.
On the other hand, the primary focus of an outgoing Material Transfer Agreement is to make sure that the provider of the material never loses control of the materials being sent along with the use of them in the research.
Contents of the Material Transfer Agreement – Inclusions
Parties Involved: In this legal agreement, there are usually two parties involved; the first being the party who has proposed the joint venture and in this context, the creation of such a legal document, and the second party is the company, organization and or individual, who the first party wants to collaborate with. In legal terminology, the first party is referred to as the Principle Party, and the second party is referred to as the Assisting Party.
Effective Date: This section of the agreement outlines the date from which this contract will stand legally binding and also the date on which the same can be dissolved.
Where does it Apply: This agreement is legally applicable within the boundaries of the state, city, or county where it was originally drawn at.
How to Draft the Material Transfer Agreement?
A Material Transfer Agreement can be drafted by simply following the steps mentioned below.
Organize a meeting both the parties and discuss upon the terms and conditions of the agreement, such as the details of the joint venture and or project that is being undertaken, the name, specifics, and credentials of the joint venture, the individual as well as collective responsibility of both parties, the terms, and conditions, along with rules and regulations that need to be followed by both parties.
Once both the parties have mutually agreed to all the terms and conditions, reach out to the lawyer and ask him to draw up a Material Transfer Agreement according to the specifications discussed.
Get both the parties to sign the contract and get it registered in a house of law, as suggested by your lawyers.
[Also Read: Joint Venture Agreement]
Negotiation Strategy
While negotiating the formation of a Material Transfer Agreement, it must be taken care that the individual interests of both parties must be addressed along with the collective cause.
Benefits & Drawbacks of the Material Transfer Agreement
The most significant benefits of having a Material Transfer Agreement are as follows.
Benefits of Having a Material Transfer Agreement
The contract clearly outlines the individual responsibilities, duties, and limitations and therefore makes sure that both parties are well informed of them at all points in time.
This is document acts as legal proof and thus can be produced in court if there is a need in the future.
Cons of Not Having a Material Transfer Agreement
In the absence of a Material Transfer Agreement, neither of the parties have legal proof of an understanding taking place between two entities, and thus if the matter is ever brought to court, both parties stand to lose.
What Happens in Case of Violation?
In the case of violation of this Agreement, certain remedies come into effect(1), and in a few cases, the contract is dissolved, and a new set of terms and conditions are agreed upon.
An aspect worth noting in this regard is the fact that violation of a Material Transfer Agreement is usually very rare. But in certain cases, they do happen nonetheless; in situations, as such, it is always advisable that both the parties talk out the matter among themselves. However, if it is determined and noted that the matter is serious, both parties are at the liberty of taking the matter to a legal court of justice and seek legal guidance.
This agreement is legally binding can be presented as documented proof of a transaction taking place between two or more parties in any court of the country.
The main purpose of an MTA agreement is to make sure that there is a smooth and efficient transfer of materials between two or more parties without the presence of any hassle and or dispute in between. It helps both the parties protect their individual intellectual rights(2), while at the same time assisting them in taking the collaborative thought to be taken forward.