Most companies want to ensure that certain proprietary information about the company remains confidential. However, UCSF must balance the interest of the company with the need to maintain an open teaching and research environment.

Therefore, UCSF will accept research agreements from companies only where:

• the extent of the confidential information shared with UCSF by the company is limited;
• the information is clearly identified by the company as confidential;
• the company agrees that UCSF will not be financially liable for disclosure; and
• the period of time that information must be kept confidential is reasonable.

Furthermore, the University should have the right to use the information for non-commercial, internal purposes, such as education, research and patient care.

A Confidentiality Agreement (also referred to as a "CDA", "NDA" or "Nondisclosure Agreement") protects a party's proprietary or non-public information, and is typically used when parties must disclose such non-public information in order to evaluate a possible relationship with the other party. Industry sponsors will often ask UCSF to sign a CDA as a precursor to a sponsor-initiated clinical trial or a sponsored research project. If the UCSF investigator expects to disclose any confidential information to the industry sponsor, then the Confidentiality Agreement should be set up to protect UCSF and the investigator as well.

Note: UCSF investigators are not authorized to sign any agreements, including CDAs, on behalf of UCSF. In order to initiate a CDA or get one signed, contact us. See our Confidentiality Agreement page for more information.

A material transfer agreement is a legal agreement between an institution providing material or data and the institution receiving that material or data.  It governs the rights and obligations of each party in relation to the material or data.

MTAs protect the provider of materials. In addition to protecting the University and provider from liability, MTAs help to maintain the UCSF's property rights associated with materials "outbound" to other researchers. MTAs also ensure that our researchers get properly acknowledged for providing the materials to the scientific community. 

UCSF researchers must use an MTA each time they transfer a material to a recipient outside of UCSF.

MTAs for materials coming in to UCSF are recommended but not required. 

The UBMTA is the Uniform Biological Material Transfer Agreement, a master agreement that was developed by the NIH to simplify transfers of biological research materials. 

Institutions that have signed the UBMTA Master Agreement can transfer biological materials under the terms of the UBMTA by executing an Implementing Letter for each transfer.

UCSF and most US (and some ex-US) non-profit institutions are signatories to the UBMTA.

For a list of all UBMTA signatory institutions see here.   

Transfers of materials or data from UCSF to an outside organization are known as Outgoing Transfers.

OTM Officers are the only officials authorized to sign:

• Outgoing MTAs to for-profit companies, and 
• Non-human, non-profit outgoing MTAs that have negotiated language changes from the pre-approved UCSF or UBMTA templates.  

Principal Investigators may sign Do-It-Yourself Non-Profit Outgoing MTAs for their own non-human material upon the following conditions:

• The recipient institution is a non-profit academic research institution.
• The material to be transferred does not include human specimens or data, and was developed in the PI’s lab at UCSF.
• There are no third party rights to the material, or the third party rights have previously been cleared by the OTM. 
• The recipient institution has agreed to accept the MTA template language without any changes. 

UCSF may have obligations to third parties whose material is contained or incorporated into UCSF material.  Third party obligations may also exist when a material is made or collected (in the case of biospecimens) under sponsorship terms that restrict its ownership, distribution and use. 

If you answer ‘Yes’ to any of the following questions, third parties may have rights to your material and you should contact OTM for further assistance with your transfer. 

• Were the materials generated outside of UCSF?
• Were any components (such as a DNA construct, parental mouse strain, gene insert, etc.) obtained from outside of the providing PI’s lab and do they remain incorporated within the material?  
• Were any funds (for salaries and materials) from for-profit companies used to support generation or collection of the material?
• Did any individual involved with the generation of the material have a consulting relationship with a company under which the generation of the material might fall?
• Were there any other agreements (such as incoming MTAs, sponsored research agreements, CDAs, etc) that may be relevant to the generation of this material?