It will be important that the MTA addresses such issues as the nature of the relationship between the parties as this can have profound implications on responsibility. Some agreements might establish formal relationships between the supplier and recipient. It is more common for MTAs to specify that the transfer does not amount to a more formal relationship.
Issues around warranties are also important. It might be necessary to include terms detailing expectations around the materials and data being provided. They are often supplied ‘as is’ with no guarantees as to the contents or viability.
The same is true for any liabilities stemming from the provision of materials or data and any permitted uses. Some MTAs specify that each party is individually responsible for the manner in which they carry out relevant activities. It is also sometimes necessary to consider indemnifying parties against possible claims or costs arising from the intended purpose. Note that alternative language for limitation of liability may be offered by some institutions because of their affiliation with foreign governments.
It is particularly important to consider under the laws of which jurisdiction the MTA will operate in, and in whose court system potential disputes must be settled. To this end, it might be prudent to consider how any disputes relevant to the MTA might be settled. In some cases, specific sources of arbitration might be identified. . A strategy that is commonly employed by parties negotiating an MTA is to elect to remain silent on the question of jurisdiction. Alternatively the jurisdiction may appropriately be provided as being that of the party responding to legal proceedings.
Provisions can be added to address what should happen should one of the parties breach the agreement. This could lead to transfers being halted or work stopped.
It is important to clarify what is to happen in case of inconsistency between the text of the MTA and the protocol (or for that matter any other document) in cases where there may be differences between the stated purpose, study protocols, and documentation. Establishing from the outset which has primacy can prevent complications later.