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Confidentiality

Non-disclosure or confidentiality agreements with Rice University are best initiated by the Rice faculty member(s).  This route confirms the Rice researchers’ support in proceeding with the agreement and ensures that the agreement is properly routed for review and approval. An overview of the Rice process is detailed in the Rice Community Confidentiality page, and Rice’s confidentiality agreement templates can be found here.  Use of Rice’s templates greatly expedites the process of establishing a confidentiality agreement with Rice.

If you have any questions about our process or templates, please feel free to contact our office to speak with one of our licensing team.

 

 What is a confidentiality agreement?

When a Rice researcher wants to discuss confidential information with someone outside of the university, a confidentiality agreement is put in place to control how that information can be disseminated and used by the recipient.  These agreements are known by many names: confidentiality agreement (CA), non-disclosure agreement (NDA), confidential disclosure agreement (CDA), etc.  They can exist as either one-way or two-way agreements, depending on the flow of the confidential material between the two entities.

 

What is confidential information and why is it important to protect?

For Rice inventors, information pertaining to an invention should remain confidential according to the rules of the intellectual property protection is being applied.  For patenting, it is best that the invention not be disclosed to the public prior to filing the patent.  If a public disclosure does occur, then patent protection may still be sought in the US during a one year grace period; however, the rights to file foreign patents will be lost.  For a trade secret protection, in contrast to patent protection, the information must remain confidential for the life of the trade secret.

 

What is a public disclosure?

A public disclosure can come in many forms, including:  a meeting, conference, or poster presentation with any audience from outside of Rice, the publication of a paper, the posting of a paper or presentation to a public website, an interview with a media outlet, etc.

 

What is the process for getting confidentiality agreement in place?

Confidentiality agreements are so ubiquitous that often both organizations that want to enter into such an agreement have a standard template that is typically used.  Here, it is more common that the disclosing party will get to use their template.  Once the template is chosen, the terms of the agreement are reviewed and negotiated in order to meet the policies and procedures of both organizations.  When all issues are resolved, the document is signed by both parties.

Who can sign a confidentiality agreement?

Only individuals that are authorized Rice University signatories are allowed to sign documents on behalf of Rice University. However, in some cases inventors might be asked to sign a confidentiality agreement with a company (for example, to visit their facilities), and the company may be satisfied with the signatures of the individuals.  In this case, the obligations and liabilities rest with the individuals (not Rice University); therefore, it is imperative that the individual carefully read and understand the contract into which they are entering.

 

How do I get a confidentiality agreement in place to talk about my research with someone outside of Rice University?

Rice University's Office of Technology (OTT) transfer has two standard confidentiality agreement templates: one for a one-way exchange of confidential information, and another for a two-way exchange.  To speed the process, it would be best to send the intended recipient of the confidential information: (1) a copy of the appropriate template, (2) contact information for the OTT, and (3) instructions that the OTT will be responsible for negotiating the terms and executing the agreement.  When sending the message out, copy the OTT so that we will be expecting communication from the recipient.