MTA and CDA

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)

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 the use of its own MTA template. The process for incoming material is coordinated by TTO and can be summarized as follows:

  • DZNE scientist obtains the MTA as an editable Word-document from the providing entity.
  • DZNE scientist fills out the "Track Sheet for incoming material" (can be found on the intranet or requested at TTO) and sends both the editable MTA and Track Sheet to cda-mta(at)dzne.de.
  • TTO takes care of the legal review and, if necessary, negotiation of the legal language with providing entity.
  • As soon as MTA is finalized, TTO coordinates the signature process together with the providing entity. 
  • After receiving a PDF-copy of the fully signed MTA from TTO, shipment of material is coordinated between providing and receiving scientists.

MTAs for outgoing material

If other parties request material from the DZNE, an MTA based on DZNE's template must 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" (can be found on the intranet or requested at TTO) including all relevant information on Publication, Ownership of Modifications and third-party rights and sends it to TTO at cda-mta(at)dzne.de.
  • TTO sends MTA draft to receiving institution (contact person for contract issues as indicated in the Track Sheet) and negotiates any requested changes with the receiving institution.
  • As soon as the MTA is finalized, TTO will request and instruct all relevant parties and scientists to sign the MTA. 
  • After receiving a PDF-copy of the fully signed MTA from TTO, DZNE scientist can ship 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 and genetic data underlies special protection. For more information about the MTA process for human material and data, please contact the TTO at cda-mta(at)dzne.de or visit the intranet. DZNE biomaterials generated within the Clinical Research Platform can be requested via klinische-studien(at)dzne.de.

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. For more information about the MTA process for Addgene material, please contact the TTO at cda-mta(at)dzne.de or visit the intranet.

 

Confidential Disclosure Agreement (CDA)

What is a non-disclosure agreement and why do I need it?

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 CDA is concluded if only one of the contracting parties wishes to exchange confidential information. For cases, where both contracting parties should be able to share confidential information, 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:

  • Before the planned exchange, download the "CDA Track Sheet" from the intranet or request it from TTO.
  • Complete the Track Sheet in full and send it to cda-mta(at)dzne.de.
  • TTO will create the appropriate CDA (Confidential Disclosure Agreement) and send the draft CDA to the respective contractual partner(s) (contact person(s) for contractual matters as indicated in the Track Sheet). If necessary, TTO will handle negotiations regarding any changes requested by the contractual partner(s).
  • Once the CDA has been finalized, the TTO will coordinate the signature process.
  • After receiving a PDF copy of the fully signed CDA, the information exchange can take place.
  • In the case of mutual CDAs, if additional individuals are to have access to the confidential information, the TTO will provide a Confidentiality Obligation (CO). This must be signed by all individuals who will have access to the confidential information.

Please note: CDAs must always be signed by the board or an authorized person from the TTO to be valid.

I have received a CDA from an external party - how do I handle it?

  • Please send the CDA along with a fully completed "CDA Tracksheet" (available for download from the intranet or obtainable from TTO) to cda-mta(at)dzne.de.
  • TTO will, if necessary, handle negotiations regarding the CDA and coordinate its finalization.
  • Once a PDF copy of the fully signed CDA has been received, the exchange of information can take place.
  • In the case of mutual CDAs, if additional individuals are to have access to the confidential information, the TTO will provide a Confidentiality Obligation (CO). This must be signed by all individuals who will have access to the confidential information.

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