IP Toolkit

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Non-Disclosure/Confidentiality Agreements

Overview

The goal of controlling and/or limiting the unnecessary sharing of information is handled through non-disclosure agreements. Such agreements control information sharing both during and after activities that require the use of confidential information by both companies and college partners. It is important to create agreements that control such information. Companies frequently have their own Non-Disclosure agreements for all parties to sign, occasionally even prior to discussion of an applied research project. Otherwise, the College should use its own Non-Disclosure agreement. Anyone dealing with confidential information (faculty, research staff, students, company representatives) should sign the agreement.

Agreement types include specific Non-Disclosure Agreements (NDA), specific employment agreements with non-disclosure provisions, or broader applied research agreements that are comprehensive and include non-disclosure paragraphs.

Component Checklist

Parties to the agreement

The legal names of all parties to the agreement are specified, with identifying terms that will be used throughout the document. (e.g., X College of Applied Arts and Technology, hereinafter called the “College”). Addresses may also be included.

Intention clauses

Optional, and normally beginning with “Whereas” followed by the intentions of the parties, these clauses specify relationships and intent to retain information disclosed by the parties confidential.

Definitions

The term “confidential information” should be defined. Other definitions may include “exceptions to confidential information” and “standard of care” for protection of confidential information.

The Project

The official title of the project as it appears in other documents is specified. Use of the confidential information is normally restricted to the specified project. The project identifies the scope of the confidentiality agreement.

Non-disclosure terms and conditions

Terms and conditions may include:

  • Agreement on confidentiality and conditions under which confidential information may be disclosed.
  • Statement on ownership of confidential information.
  • How new information or Intellectual Property arising from the project activities is to be handled.
  • Who may gain access to the information.
  • Conditions under which information is protected.
  • Use and return of confidential information.
  • Limits of liability/warranty.
  • Assignment or lack of assignment of information or rights to others.
  • Governing law, normally of the province/territory and of Canada.
  • Other as mutually agreed upon.

Relationship of NDA to other agreements between the parties

If the parties to this agreement have a previous relationship and have signed previous agreements (either NDAs or others), it may be wise to indicate that the current NDA supersedes any prior agreements.

Amendments

Some agreements specify if and how amendments to the NDA are to be made.

Term of agreement and effective date

The length of time the agreement is in operation is specified, along with the date upon which it becomes effective (usually date of signing).

Designated Representatives/Contact Persons

Authorized representatives for information and notices should be identified, along with contact information, including full mailing addresses, phone and e-mail.

Signature Block

Official signatories may be senior administrators, company executives, or others who may sign on behalf of the organization. Full name and position should be stated.