20050113 confidentiality agreements at ryerson … or “if i tell you, i’ll have to kill you!”...
TRANSCRIPT
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20050113
Confidentiality Agreements at Ryerson
… or “if I tell you, I’ll have to kill you!”
Heather Gallant, ORS
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20050113CDA
Outline
• What is a CDA?
• Why do a CDA?
• Elements of a CDA
• What to do if you’re asked to sign a CDA
• What does ORS do with the CDA?
• Information sources
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20050113CDA
What is a Confidentiality Agreement?
• A confidentiality agreement
or non-disclosure agreement:
• provides for the exchange of confidential information between consenting parties
• protects confidential information from unauthorized use or further disclosure
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20050113CDA
Why would I be asked to enter into a CDA?
• evaluate/develop collaborative research opportunities and funding applications
• participate in consortia activities
• third party evaluation of technology for commercial or business opportunity
• participate in research contract
• etc
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20050113CDA
General rule for CDAs
• As the importance of the confidential information increases, so does the relative complexity of the Agreement
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20050113CDA
Important Aspects of a CDA
• Definition of Confidential Information • Purpose for Disclosure • Disclosure Provisions• No (further) Disclosure • No Use • Limits on Information Deemed Confidential• Term• Other provisions
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20050113CDA
Definition of Confidential Information
• The most important part of the confidentiality agreement
• Scope of information covered
• Must define the information to be exchanged without revealing the confidential details
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20050113CDA
Disclosure
• In return for agreeing to keep the information confidential, the Recipient has the right to receive the information
• This puts a duty on the Discloser to disclose its confidential information
• The Discloser should carefully consider the scope of this obligation
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20050113CDA
No Disclosure
• The Recipient must agree not to disclose the information to third parties
• The extent of this provision generally controls the "strength" of the Agreement
• Typical disclosure provision issues include standards for protecting the confidential info: – limit access of Recipient employees to a "need to
know" basis– "best efforts" clause or– protect the confidential information in a manner
similar to the way the Recipient protects its own confidential information
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20050113CDA
No Use
• The Discloser wants to make sure the Recipient does not use the information for any purpose other than that set forth in the agreement
• Generally limit use to “evaluation of confidential info for the purpose of <<X>>” – Where <<X>> is:
• <<entering into a “business, commercialization, collaborative research or other” opportunity>>
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20050113CDA
Limits on Information Deemed Confidential
• Provides exclusions of types of information that will be deemed confidential
• The Discloser may require a certain level of proof before such information is considered non-confidential– if the Recipient already knew the information before it was
revealed by the Discloser– if the information was revealed to the Recipient by a third
party– information that becomes publicly known– information that is requested by order of a government
agency– information that is independently developed.
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20050113CDA
Term
• The term provision of a confidentiality agreement can be extremely important
• Must be long enough to protect the interests of the Disclosing party.
• Should not unduly burden the Recipient.• Generally: one to five years for both
information exchange period and period to keep info in confidence
• May be indefinite, if required
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20050113CDA
Other Provisions
• Sometimes seen: • Severability/survival: allowing certain provisions to stay
in effect even if a portion of the agreement is found to be unenforceable or in the case of termination
• binding the agreement on heirs and assigns • calling for a return of confidential materials after use by
Recipient• stating that the Discloser has the right to receive an
injunction from a court if the agreement is breached • specifying that the Discloser owns all confidential
information• dispute resolution/arbitration clause• provisions governing the controlling law for the contract.
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20050113CDA
What should I do if I’m asked to sign a CDA?
• If the work/information exchange is related to your work as a Ryerson staff/faculty member:
RYERSON must sign and monitor the agreement
Notify ORS & send CDAs to Heather
• Why?– Liability and insurance issues. Ryerson must obligate
itself to defend you if there is a problem with the Agreement or interaction
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20050113CDA
What does ORS do with the CDA?
• Works with investigator to determine need/requirements
• Review clauses, definitions to ensure relevant standards are met
• Ensure obligations can be fulfilled• Renegotiate terms as required• Get appropriate signatures• Centralize and monitor agreements• Provide advice
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20050113CDA
Where to get information
• CDA procedures:– Heather or Bob
[email protected] or ext 7521
[email protected] or ext 7609
• Grant/Contract Authorization form:– http://www.ryerson.ca/ORS/