NOTE: NDAs and MTAs can take up to an average of 2-10 weeks (sometimes more) depending on the responsiveness of the other party and the complexity of the agreement. We continue to experience a high volume of requests for NDAs and MTAs. In fairness to requestors, our preferred practice is to negotiate these agreements in the order we receive the requests. If you do have an urgent or rush request, please email us at ndas-and-mtas@lbl.gov stating: i) the reason for the urgent/rush request (e.g. related to a funding proposal, mission critical for Berkeley Lab); and ii) the name of your division director so that we may apprise him/her of your request.
A non-disclosure agreement (NDA) is a legal contract between LBNL and one or more parties that protects the confidentiality of intellectual property, technical, and business information. A fully executed NDA should be in place before you share certain information with external parties.
A material transfer agreement (MTA) is a legal contract between LBNL and one or more parties for transferring research materials. It defines the rights (including intellectual property) of the provider and the rights and obligations of the recipient. An MTA is required before you transfer materials to an external party in support of research or as part of a potential or actual collaboration.
NDAs and MTAs are important because they protect Berkeley Lab intellectual property rights, limit our liability, and fairly credit the developer of the materials. Please email ndas-and-mtas@lbl.gov with any questions.
Instructions for requesting a non-disclosure agreement (NDA) or materials transfer agreement (MTA):
1. Below are links to sample LBNL agreements that may be shared with the external entity for which an NDA or MTA is required. If an external entity can accept LBNL’s standard agreement terms without modifications, using one of the sample agreements listed below will speed up negotiations. The sample agreements may change over time as new terms are added and/or existing terms are modified.
The sample agreements are non-editable documents designed only for review by an external entity; do not make any changes to the sample agreements.
- NDA In: for information being received by LBNL (sample only; not for editing)
- NDA-Out: for information being sent out by LBNL (sample only; not for editing)
- Mutual NDA: for information being sent out and received by LBNL and external parties (sample only; not for editing)
- MTA-In: for material being received by LBNL (sample only; not for editing)
- MTA-Out: for material being sent out to LBNL to industry entities (sample only; not for editing)
NOTE: Starting from a non-LBNL agreement template typically results in longer turnaround times.
2. Submit your request via the Sophia Innovation Portal. For best results:
- Start a new browser session or close other tabs
- Log in to the Sophia Innovation Portal (LDAP required)
- Click on the link below (From the portal home page, you can also click on “Online Invention Disclosure” under Tasks.)
3. Whether starting with an external entity’s agreement or an LBNL agreement, to help reduce delays:
- Include company name and address.
- Include contact information for the company official authorized to negotiate the agreement.
- Include descriptive summary of the information and/or materials to be transferred.
4. Additional materials
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- Worksheet for outbound MTA agreements (DOC)
- How to track the progress of your agreement requests
- Internal Note to LBNL Biosciences researchers: If you plan to transfer material containing third-party biological materials please review this list of LBNL vendors that permit retransfer of their material (FOR INTERNAL USE ONLY, LDAP required)
5. Questions? Contact us at ndas-and-mtas@lbl.gov.
Request an NDA online
Request an MTA online