MTA vs NDA: What's the Difference and When Do You Need Each Agreement?

July 14, 2026

Siert Bruins

When researchers, startups and organizations collaborate, they often need to share sensitive information, research data or physical materials. This raises an important question: should you use a Non-Disclosure Agreement (NDA), a Material Transfer Agreement (MTA), or both?

Although these agreements are sometimes used together, they protect different things. An NDA focuses on protecting confidential information, while an MTA governs the transfer and permitted use of research materials. Understanding the difference is essential when collaborating with universities, research institutes or external partners, because unclear agreements can create disputes about ownership, usage rights and future intellectual property.

What Is an NDA?

A Non-Disclosure Agreement (NDA), also known as a Confidentiality Agreement (CDA), is a legal agreement designed to protect confidential information shared between two or more parties. It defines what information must remain confidential, how that information may be used, and what obligations apply to the receiving party.

NDAs are commonly used when companies, researchers, universities or investors need to discuss ideas, technologies, research results or business opportunities before a formal collaboration begins. For example, an inventor may use an NDA before presenting an invention to a potential partner, or a startup may use one when discussing a new technology with investors or development partners.

The information protected by an NDA can include technical know-how, unpublished research results, software, algorithms, product concepts, business plans or other valuable confidential information. However, an NDA does not transfer ownership of materials, grant permission to use physical samples, or define all intellectual property rights that may arise during a collaboration.

This distinction is important when working with research materials or biological samples. In those situations, an NDA may need to be combined with a Material Transfer Agreement (MTA), which specifically regulates the transfer and use of materials.

For a more detailed explanation of confidentiality agreements, including key clauses and practical examples, see our guide: What Is an NDA?

What Is an MTA?

A Material Transfer Agreement (MTA) is a legal agreement that governs the transfer and use of research materials between two parties. MTAs are commonly used by universities, research institutes, companies and other organizations when physical materials are shared for research or development purposes.

Unlike an NDA, which focuses on protecting confidential information, an MTA defines the conditions under which materials may be provided, used and transferred. It can specify who owns the materials, what research activities are allowed, whether modifications or derivatives may be created, and what happens to the materials after the research has ended.

Examples of materials covered by an MTA include biological samples, cell lines, tissue samples, compounds, microorganisms, research tools or other experimental materials. In many cases, these materials represent significant scientific and commercial value, making it important to clearly define ownership and permitted use before the transfer takes place.

MTAs are especially important in collaborations between universities and companies. A research project may involve the exchange of materials together with unpublished knowledge, methods or research results. In such cases, an MTA may be combined with a Non-Disclosure Agreement (NDA) to protect both the materials themselves and the confidential information surrounding them.

For a more detailed explanation of Material Transfer Agreements, including their purpose, common clauses and examples, see our guide: What Is an MTA?

Key Differences Between an MTA and an NDA

Although both a Non-Disclosure Agreement (NDA) and a Material Transfer Agreement (MTA) are used to protect valuable assets during collaboration, they address different risks. The simplest way to understand the difference is: an NDA protects information, while an MTA governs the transfer and use of materials.

An NDA is primarily concerned with confidentiality. It ensures that information shared between parties is not disclosed to unauthorized persons or used for purposes other than those agreed upon. This can include unpublished research findings, technical specifications, software, algorithms, business strategies or invention details.

An MTA, on the other hand, focuses on physical research materials and the conditions under which they may be used. It addresses questions such as who owns the materials, what research activities are permitted, whether derivatives or modifications can be created, and what happens to the materials after the collaboration ends.

The difference becomes especially important in university-industry collaborations. A company may provide a university with confidential information about a new technology while also sending physical samples for testing. In this situation, the NDA protects the confidential knowledge, while the MTA controls the use of the transferred materials.

Another important distinction concerns intellectual property. An NDA helps protect existing confidential information, but it usually does not determine ownership of new inventions or discoveries resulting from research activities. An MTA often contains provisions about ownership, rights to modifications and the use of research results, although additional agreements may be needed when new intellectual property is created.

Understanding these differences before starting a collaboration can prevent misunderstandings later. Choosing the right agreement — or combining both agreements when necessary — helps protect innovation while still allowing researchers and organizations to work together effectively.

MTA vs NDA: Comparison Table

The following table summarizes the main differences between a Non-Disclosure Agreement (NDA) and a Material Transfer Agreement (MTA). Although they serve different purposes, both agreements can be important tools for protecting innovation during research and business collaborations.

When Do You Need Only an NDA?

A Non-Disclosure Agreement (NDA) is usually sufficient when the main purpose of the collaboration is to share confidential information rather than physical materials. In these situations, the most important concern is preventing sensitive knowledge from being disclosed or used without permission.

Examples include discussing a new invention with a potential industry partner, presenting an early-stage technology to an investor, sharing unpublished research results with a collaborator, or evaluating a possible business opportunity. In each of these situations, the value lies primarily in the information being shared: technical know-how, research findings, software, algorithms, product concepts or business strategies.

For example, an inventor who wants to discuss a new medical device concept with a manufacturer may first use an NDA to ensure that the technical details remain confidential. Similarly, a startup may use an NDA when sharing information about a prototype or technology platform before a formal partnership agreement is signed.

However, an NDA only addresses confidentiality. It does not normally regulate the transfer, ownership or permitted use of physical research materials. If the collaboration also involves biological samples, compounds, cell lines or other research materials, an Material Transfer Agreement (MTA) may also be required.

A simple rule of thumb is: if you are sharing knowledge, an NDA may be enough. If you are sharing materials, you should consider whether an MTA is needed as well.

When Do You Need Only an MTA?

A Material Transfer Agreement (MTA) may be sufficient when the main purpose of the collaboration is the transfer and use of research materials, and confidentiality is not the primary concern. In these situations, the important questions are usually related to ownership, permitted use and responsibilities regarding the materials themselves.

Examples include the transfer of biological samples, cell lines, research compounds or laboratory materials from one research organization to another. The receiving party may need permission to use the materials for a specific research purpose, while the provider wants to make clear that ownership remains with the original owner and that the materials cannot be used outside the agreed scope.

For example, a university laboratory may provide a cell line to another academic group for a defined research project. The researchers may not need to exchange sensitive commercial information, but both parties still need clarity about questions such as: Who owns the material? Can the material be modified? Can derivatives be shared? Can the results be used in future research or commercial applications?

An MTA helps answer these questions by defining the conditions under which the material is transferred and used. Unlike an Non-Disclosure Agreement (NDA), an MTA is not primarily focused on keeping information secret. Its main purpose is to regulate the relationship between the provider of the material and the recipient.

However, in many real-world research collaborations, materials are accompanied by unpublished methods, research results or technical know-how. In those situations, an MTA alone may not be enough, and an NDA may be used alongside the MTA to protect confidential information as well.

When Should You Use Both Agreements Together?

In many research collaborations, a single agreement is not enough because both confidential information and physical materials are being exchanged. In these situations, a Non-Disclosure Agreement (NDA) and a Material Transfer Agreement (MTA) can work together to address different aspects of the collaboration.

For example, a company may provide a university with a biological sample for testing while also sharing confidential information about the technology behind it. The MTA defines how the sample may be used, who owns the material and what happens with results or derivatives. The NDA protects confidential information such as unpublished research data, technical specifications or proprietary methods.

This situation is common in university-industry collaborations, medical research projects and early-stage technology development. A startup may need to share a prototype, dataset or biological material with an external research group, while also protecting details that could have commercial value.

Using both agreements can help prevent different types of misunderstandings. An NDA alone may not define what a research material can be used for, while an MTA alone may not adequately protect confidential knowledge shared during the collaboration.

A typical example is a research collaboration in which a company provides a unique material together with background information about its development. The receiving researchers need enough information to perform their experiments, but both parties may want to ensure that the material is only used for the agreed purpose and that confidential information is not disclosed.

The exact combination of agreements depends on the nature of the collaboration. In some cases, an NDA is signed before detailed discussions begin, followed by an MTA when materials are actually transferred. In other cases, both agreements are arranged together as part of a broader research collaboration agreement.

The key principle is simple: an NDA protects what you know, while an MTA regulates what you share. When both knowledge and materials have value, using both agreements together provides a clearer framework for collaboration.

Practical Examples: When NDA and MTA Agreements Work Together

The need for both an NDA and an MTA often becomes clear in real research collaborations. A university and a company may exchange biological materials, unpublished research data, technical methods or proprietary knowledge as part of a joint project.

For example, a company developing a new diagnostic technology may provide research materials to an academic group for validation experiments. The MTA defines how the materials may be used, while an NDA protects confidential information about the technology, methods or future commercial plans.

These situations are common in life sciences, medical research and university-industry collaborations. The details of each collaboration can differ significantly, which is why agreements are usually tailored to the specific materials, information and intended use.

Related Resources

Agreements such as NDAs and MTAs are part of a broader framework for protecting innovation, confidential information and intellectual property during collaborations. Understanding how these agreements work together with other forms of protection can help researchers, inventors and startups make better decisions before sharing valuable knowledge or materials.