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Material Transfer Agreements

Overview

A material transfer agreement documents what proprietary information, equipment or materials necessary for the applied research project will be transferred between the parties, when it is to be transferred, under what conditions, and when and how the material will be returned to its owner (if such is the case). Conditions of use may also be specified. Material transfer clauses may also be included in broader collaborative, non-disclosure or Intellectual Property agreements.

Component Checklist

Parties to the agreement

The legal names of all parties to the agreement are specified, with identifying terms that will be used throughout the document. (e.g., X College of Applied Arts and Technology, hereinafter called the “College”). Addresses may also be included.

Intention clauses

Optional, and normally beginning with “Whereas” followed by the intentions of the parties, these clauses specify relationships and general commitments.

Definitions

The proprietary information or materials to be transferred may be defined in general. Timing of the transfer may also be defined.

The Project

The official title of the project as it appears in other documents is specified. It may also include the nature of the project, its purpose, its funder (if appropriate), principles under which it is conducted, and others.

Material Transfer terms and conditions

Terms and conditions may include:

  • Description of the proprietary information, material or equipment to be transferred. Ownership should be clearly stated.
  • How and when the information, material or equipment is to be transferred. Methods of transfer to protect the equipment may also be specified. The value of equipment may be stated.
  • Use of the materials or equipment should be specified, including who has access, when, under what conditions, and for what period of time.
  • Methods of protection of the materials or equipment may be specified.
  • Return of the materials or equipment, if applicable, should be specified, including method of return, timing, and payment of the transfer cost. Discontinued use of proprietary information is specified.
  • Dissemination of research results arising from the use of proprietary information may be included.
  • Indemnification clause for the proprietary information, materials or equipment may be included.

Relationship of material transfer agreement to other agreements between the parties

If the parties to this agreement have a previous relationship and have signed previous material transfer agreements, it may be wise to indicate that the current agreement supersedes any prior agreements.

Term of agreement and effective date

The length of time the agreement is in operation is specified, along with the date upon which it becomes effective (usually date of signing).

Designated Representatives/Contact Persons

Authorized representatives for information and notices should be identified, along with contact information, including full mailing addresses, phone and e-mail.

Signature Block

Official signatories may be senior administrators, company executives, or others who may sign on behalf of the organization. Full name and position should be stated.

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