Material Transfers, Non-Disclosure, Data Use Agreements and Confidential Disclosures

Non-Disclosure Agreement

A non-Disclosure Agreement (NDA) is sometimes referred to as a Confidential Disclosure Agreement. These agreements govern the terms for exchanging confidential information between the University and an outside party and are negotiated, drafted, and signed by the Office of Technology Commercialization to ensure fair and reasonable terms.

An NDA can be implemented to protect confidential information that is leaving the University for a variety of reasons. This includes, but is not limited to: research proposals, business plans, data and research results, inventions, and sponsored project discussions. An NDA will determine what is confidential information and what is not, how the information is disclosed, how long the information must be kept secret, who the information can be disclosed to, as well as a variety of other topics depending on the individual agreement.

If you are in need of an NDA, please complete the NDA Request form (pdf) and email it to the OTC's Senior Contracts Coordinator, Natalie Damron McCormick.

For clinical trial NDAs, email Clinical Research Support Office's Operations Director, Jessica Heskel.

Material Transfer Agreements

A Material Transfer Agreement (MTA) is an agreement that governs the transfer of tangible research materials between two organizations. This agreement typically lays out the terms for exchanging the material and determines how this material can be used by the receiving party. These agreements are negotiated, drafted, and signed by the Office of Technology Commercialization for all material coming in and out of the University of Kentucky.

Each Agreement is individually reviewed by the Office of Technology Commercialization to ensure fair and reasonable terms.
If you are in need of an MTA, please complete the MTA Request form (pdf) and email it to the OTC's Senior Contracts Coordinator, Ali Yankey.

• Ownership rights are not transferred in an MTA.
• It is important to have the OTC review every MTA as a recipient's ability to publish research results may be affected.
• The National Institutes of Health has developed a template MTA for universities and non-profit institutions to utilize, known as the Uniform Biological Material Transfer Agreement (UBMTA). The University of Kentucky is a signatory to this template, if the co-institution is also a signatory, the MTA process can be completed very quickly.
• MTAs with private companies tend to have more complex terms that need to be negotiated, including related to commercial and other use of the material and resulting research results and inventions. Importantly, the terms of these private industry MTAs may restrict university researchers from publishing research results.
• Often, the University will agree to give the material provider an opportunity to review any research results or article that will be published prior to publication in order to redact any confidential information. Likewise, the University needs this opportunity as well.
• The University of Kentucky's Intellectual Property Policy can be found here.
• Under Kentucky law, no state agency, including the University of Kentucky, can agree to laws, venue, and/or jurisdiction of another government.
• The University of Kentucky cannot agree to arbitration or to indemnification of any sort.

Data Use Agreements

A Data Use Agreement (DUA) is a contractual document used for the transfer of non-public data that is subject to some restrictions on its use. DUAs serve to outline the terms and conditions of the transfer. These agreements are negotiated, drafted, and signed by the Office of Technology Commercialization for the usage of data from the University of Kentucky.

If you are in need of a DUA, please email it to the OTC's Senior Contracts Coordinator, Ali Yankey.

Frequently Asked Questions

• When do I need an MTA?
  When a material is leaving the University for another institution or an industry research partner, an MTA is needed to secure the rights of the University and that of the individual researchers including publication rights. When a material is coming into the University, the other institution may require an MTA to be signed.
• When do I need an NDA?
  An NDA is needed when confidential information is being communicated to someone outside the University of Kentucky. This includes licensing, sponsored projects, commercialization, and research collaboration communications. When information is only being disclosed by the University, you will need to request a One Way NDA. If the information is being disclosed by both parties, you will need a Mutual NDA.
• When do I need a DUA?
  A DUA is needed when data is being shared with someone outside the University of Kentucky. 
• How do I request an MTA/NDA/DUA?
  Fill out the MTA Request Form and email it to the OTC's Senior Contracts Coordinator, Ali Bocook.
  Fill out the NDA Request Form  and email it to the OTC's Senior Contracts Coordinator, Natalie Damron McCormick.
• Who can sign an MTA/NDA/DUA?
  Only the OTC has an authorized signatory for all such agreements. Agreements cannot be signed by individual researchers on behalf of the University. In addition to the authorized university signature, some agreements do require the receiving researcher to sign the agreement to acknowledge review of the agreement's terms.
• How long does the request process take?
  Most MTAs, NDAs and DUAs can be reviewed and signed within one week, subject to the other party's responsiveness. More complex MTAs, NDAs and DUAs may take additional time. These agreements typically require more negotiations with the other party involving various topics such as intellectual property, rule of law, and publication restrictions.