For the exchange of material and information, all entities involved should clarify and settle their rights and obligations. For this, the conclusion of Material Transfer Agreements (MTA) and Confidential Disclosure Agreements (CDA) is indispensable. The Technology Transfer Office assists in the conclusion of these agreements from the review over the negotiation up to the signature process. More information on both topics can be found in the relevant subsections.
Material Transfer Agreement (MTA)
A Material Transfer Agreement (MTA) is a contract between two parties governing the exchange of material or data for research purposes.
Since material can be exchanged in both directions, MTAs are concluded for incoming and outgoing material. This provides an overview of the materials reaching and leaving DZNE and most importantly, defines the rights and obligations relating to the use of the materials.
MTAs must be signed by the Board or an authorized staff member of the DZNE Technology Transfer Office (TTO). DZNE-scientists providing/receiving material will co-sign the MTA "for acknowledgement" only.
To find out more about MTAs and how they are processed at DZNE, we invite you to watch the video below.
MTAs for incoming material
If a DZNE-scientist would like to obtain material from a providing entity, the latter will usually require using its own MTA form. The process for incoming material is coordinated by TTO and can be summarized as follows:
- DZNE-scientist obtains the MTA as Word-document from the providing entity.
- DZNE-scientist fills out the MTA and Track Sheet for incoming material and sends both documents to TTO at techtransfer(at)dzne.de.
- TTO takes care of the legal review and, if necessary, negotiation of the legal language.
- As soon as MTA is finalized, TTO coordinates signature process. DZNE can only wet-ink sign agreements but accepts both certified e-signatures as DocuSign and wet-ink signatures (no scans) from the providing entity.
- DZNE-scientist stores fully signed MTA in his/her documents and uses material in accordance with the obligations arising out of the agreement.
- Shipment of material is coordinated between providing and receiving scientist.
- DZNE-scientist checks regularly whether MTA is still valid.
MTAs for outgoing material
If other parties request material from a DZNE laboratory, a DZNE-MTA has to be concluded.
The process for outgoing material is coordinated by TTO and can be summarized as follows:
- DZNE-scientist fills out Track Sheet for outgoing material including all relevant information on Publication, Ownership of Modifications and third-party rights and sends it to TTO at techtransfer(at)dzne.de.
- TTO requests project description (research scope) from recipient scientist and sends it to DZNE-scientist for confirmation.
- After confirmation of research scope by DZNE scientist, TTO sends MTA draft to receiving institution (contact person for contract issues as indicated in the Track Sheet).
- As soon as the MTA is finalized, it must first be signed by the receiving institution. For this, DZNE accepts both certified e-signatures as DocuSign and wet-ink signatures (no scans). The MTA is then wet-ink countersigned by DZNE.
- After receiving a PDF-copy of the fully signed MTA from TTO, DZNE-scientist ships the material to the receiving scientist.
MTAs for human material and data
As a publicly funded research institution, the DZNE has to comply with the EU-General Data Protection Regulation (GDPR), according to which personalized data underlies special protection. Since genetic data falls under the scope of personalized data, the following points must be observed for the transfer of pseudonymized/coded biomaterial/data:
- For incoming human material, TTO is required to receive a confirmation from providing entity that it is legally entitled to transfer the biomaterial/data, has the appropriate consent form signed by the donors and has a respective ethical approval, if necessary.
- This confirmation is to be included in the MTA or a separate agreement.
- If such confirmation cannot be obtained, TTO will request a board decision, whether the contract can be closed or not.
- (If the provider of the biomaterial/data is located in a country with obviously different ethical or clearly different legal standards, the DZNE requires detailed information about ethical approval and consent forms for collection of the biomaterial/data which are then reviewed by DZNE’s Data Protection Officer, Legal Department and TTO.)
- For all outgoing human material, DZNE is able to show compliance with the EU-GDPR.
- Thus, we provide special MTA-templates confirming that DZNE is legally entitled to transfer the biomaterial/data, has the appropriate consent form signed by the donors and has a respective ethical approval.
MTAs for Addgene material
Addgene is a non-profit plasmid repository where scientists can easily obtain or deposit plasmids. DZNE closed a master agreement with Addgene to make the processes for obtaining plasmids as simple as possible.
If a DZNE-scientist would like to obtain plasmids from Addgene:
- The order has to be placed via the Addgene website without filling out a Track Sheet. Please name your group leader as PI, when you are ordering.
- Addgene will automatically generate a Recipient Scientist Agreement (RSA), which the Recipient Scientist needs to read and confirm.
- Addgene will inform TTO automatically about the order and will send an MTA to TTO for approval.
- As soon as the MTA is approved, Addgene ships the material to DZNE-scientist.
Confidential Disclosure Agreement (CDA)
A confidential disclosure agreement (CDA), also known as non-disclosure agreement (NDA) is a contract between two or more partners. It is needed whenever unpublished, innovative research results or special know-how are to be discussed with persons/scientists outside the DZNE or with companies. It is intended to prevent confidential information from becoming public.
The CDA contains a brief description of the confidential information and the purpose of the planned exchange of information. It regulates, among other things, the use of confidential information, its duplication and deletion, and liability issues. It also specifies the period of time for which the CDA is valid and for which information has to be kept secret.
The conclusion of a CDA is particularly important for research results that are to be patented, as the exchange of such information with others without prior conclusion of a CDA is tantamount to publication. Once results have been published, a patent application can no longer be filed.
How can I enter into a confidential disclosure agreement?
Basically, there are two types of CDAs. The unilateral GHV is always concluded if only one of the contracting parties wishes to exchange confidential information. For all other cases, a bilateral or mutual CDA is used. For this reason, it is particularly important to be clear about which type of CDA is required for the exchange before taking any further steps, and to discuss this with the other party if necessary.
Once it is clear whether a one-way or two-way exchange of information is to take place, the following procedure must be followed:
- Download the appropriate CDA template / request it from the TTO at least one week before the planned exchange.
- For academic partners
- Unilateral (d/e)
- RBilateral / mutual (d/e)
- For non-academic partners
- Unilateral (d/e)
- Bilateral / mutual (d/e)
- Fill in the form fields regarding the type of confidential information and the purpose of the information exchange. Involve TTO if necessary.
- Send the pre-filled CDA to the partner and ask him to complete the necessary information and sign the CDA.
- Sign the completed and signed GHV by the partner and send it by mail to the TTO for signature.
Please note: CDAs must always be signed by the board or an authorized person from the TTO to be valid.
If the contracting party cannot accept the terms of the GHV, please forward contact details of a contact person to the TTO. The TTO will then take over the negotiation of the CDA.
- After receiving a PDF copy of the fully signed CDA, the exchange of information can take place.
- In case of mutual CDAs, a confidentiality obligation (CO) is sent by the TTO in case further persons should also receive the confidential information. This must be signed by all persons who have access to the confidential information.
I have received a CDA from an external party - how do I handle it?
Please send the CDA with information on a contact person at the partner as well as the time and purpose of the planned information exchange to the TTO at least one week in advance.
The TTO will coordinate the completion and any necessary negotiations of the CDA3.
After receiving a PDF copy of the fully signed CDA, the exchange of information can take place.
In case of mutual CDAs, a confidentiality obligation (CO) is sent by the TTO in case further persons should also receive the confidential information. This must be signed by all persons who have access to the confidential information.