Confidential Disclosure Agreement
Confidentiality in Research & Enterprise Activity
Confidentiality (or management of how and when information becomes public) has become a vital concern for universities and the organisations we work with.
It is important to note that academic staff are not authorised to sign or accept confidentiality obligations on behalf of the University. If you do sign an agreement of this kind, you could become personally liable under that agreement.
The Research & Enterprise Contracts Team in Research & Enterprise are delegated to review, negotiate and accept these contracts on behalf of the University (and our academic colleagues).
When R&E sign these agreements, our academic staff become protected from direct responsibility to the other party – if anything goes wrong it will be a University matter to resolve.
This also means that you should never feel pressured or obliged to enter into a confidentiality agreement without taking our advice. Even if an agreement is only produced for signature on the day of a meeting, there should always be someone available in the Contracts Team to give advice. Documents can be faxed or emailed to us and we can turn these around ASAP where there is genuine urgency. You should look to protect yourself in those circumstances by stepping back and getting RES involved.
For ordinary circumstances, R&E maintain a range of standard agreements for the more common research relationships and information exchanges the University encounters. These can be obtained by contacting any of the R&E teams. If you are considering a confidentiality relationship which doesn't use a contract provided by the University, you should come straight to the Contracts Team for advice and sign-off – please contact your school Contract Manager Contact Enterprise Services.
Further Background to Confidentiality Issues
Sponsors and funders often impose confidentiality rules as a condition of funding in order that decisions on publications and release of information, data and results can be taken at an agreed time with both funder and academic interests being given due weight. Commercial sponsors often require confidentiality agreements (aka "Non-Disclosure Agreements") at the planning and discussion stage.
A separate advantage of managing confidential information is that the impact and future take up of technical research results can be extended by timing and managing the release of information to take advantage of patent protection for your work.
Patents provide a stamp of ownership and control over technical advances, and this can be of commercial value to individual academics and the University. A patent application can also establish a research advantage by formally associating the scientific subject matter with the academic inventors and University – proving you got there first, essentially. The Office manages patent protection for the University.
Patents are not available where information has been made public in any shape or form (even spoken disclosure can be enough) before a formal application is made. Confidentiality agreements are kept in place while work is progressing so that both academic and commercial options are kept open for as long as possible.
Where we have a confidentiality arrangement with a sponsor, the University has to ensure that everyone working on the project (academic staff, students, outside partners) adheres to the same rules the Sponsor expects the University to observe.
The Contracts Team can provide confidentiality agreements to cover any relationship or situation around research and enterprise relationships. Please contact your school's Contracts Manager.