Confidentiality Agreement Guidelines

As a general rule, it's not in a faculty member's best interest to communicate detailed, unpublished information about a research program to anyone who cannot be trusted to maintain its confidentiality in the absence of a written contract. As soon as possible, but certainly before sharing any detailed information with such individuals, you need to ask them to sign a confidentiality agreement. The Office of Technology Transfer has a standard Confidential Disclosure Agreement available for this purpose. Detailed unpublished information may be shared after the confidentiality agreement is signed. A cover letter identifying the information as proprietary and privileged, and within the scope of the confidentiality agreement, must be provided at the time the information is released.

Under the terms of the confidentiality agreement, the recipient may not divulge your information to any third party and may not use it for any other purpose except evaluation or preliminary discussions. The agreement also makes it clear that you are not transferring intellectual property rights to the recipient or giving it a license to use your information for commercial purposes.

Our standard Confidential Disclosure Agreement is a two-way, reciprocal contract. In addition to protecting your confidential information, it extends the same protections to any privileged information that is given to you by a signing party after the agreement is in place. So it's in everyone's best interest to have the Confidential Disclosure Agreement executed before unpublished, research-critical or commercially valuable information is exchanged between a faculty member and an outside party, regardless of who originally developed the information.