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

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 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 TC's Senior Contracts Coordinator, Natalie Damron McCormick.

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

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 TC's Senior Contracts Coordinator, Ali Yankey.

• Ownership rights are not transferred in an MTA.
• It is important to have TC 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.

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 Technology Commercialization for the usage of data from the University of Kentucky.

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