Non-Disclosure and Material Transfer Agreements

Two other frequently used agreements are the Nondisclosure Agreement (NDA) and the Material Transfer Agreement (MTA). NDAs are used to exchange protected information that has not yet been made public, while MTAs are used to exchange proprietary materials.

Nondisclosure Agreement (NDA)

Once you have identified a technology you are interested in learning more about, it is often necessary to sign a nondisclosure agreement (NDA) to protect proprietary information belonging both to ORNL and your company .

Our NDA can be structured in a number of ways. If the agreement is between ORNL and several external entities (companies, universities, etc.), a multi-party NDA is available. In most cases, however, the NDAs are simply executed between ORNL and one external party. The type of agreement employed is dictated by the direction in which information will flow. If an ORNL researcher has information your company needs in order to make a licensing or partnering decision, that agreement would look slightly different than if your company has proprietary information a member of our staff needs for a proposal, R&D project, or other collaboration. And of course there are cases when both ORNL and your company need to share information.

ORNL NDAs are effective for a specific period of time, usually no more than 5 years. We recognize companies may wish for these agreements to be effective for a longer period of time or even indefinitely, but due to the size and complexity of the ORNL research organization, we are rarely able to agree to effective periods in excess of five years.

Material Transfer Agreement (MTA)

Frequently ORNL researchers and partners wish to exchange proprietary materials as a part of research collaboration. The terms of these exchanges are governed by a Material Transfer Agreement (MTA). An MTA is executed to protect material owned by both ORNL and your company. The agreement defines the material being transferred, how the material may be used, and what must happen to the material upon termination of the agreement.