Establishing Confidentiality

A confidentiality agreement (also known as a non-disclosure agreement) is a legal contract between two or more parties that governs the disclosure and use of confidential information exchanged between the parties. Confidentiality agreements are often required to protect Rice intellectual property when companies are evaluating a Rice technology for licensing or considering a sponsored research project, but these agreements can also provide for the two-way flow of confidential material between Rice and an industrial partner.

The primary role of confidentiality agreements is to protect sensitive information from disclosure to others. For patenting purposes,technical information or descriptions related to an invention must not be publically disclosed prior to the filing of a related patent application, as such a public disclosure may jeopardize patent rights. A disclosure made to an industrial partner under the terms of a confidentiality agreement, however, is not considered a public disclosure, and further disclosure by the industrial partner is proscribed by the terms of the agreement.

Information provided under a confidentiality agreement can be delivered orally or in writing. In general,confidential information must be identified as such at the time of disclosure. Confidential written materials must be marked accordingly, while any orally disclosed information must also be reduced to written form, marked as confidential, and timely delivered to the other party.

Confidentiality agreements further limit the use of proprietary information to a particular purpose, such as evaluating a technology for licensing. Breach of a confidentiality agreement can result in the injured party seeking injunctive relief and monetary damages.

Rice’s Office of Technology Transfer (OTT) handles the negotiation of confidentiality agreements related to university research, and only authorized signatories may sign these agreements on behalf of Rice. Rice researchers,however, are asked to acknowledge the terms and conditions of the agreement with their signature. Although OTT works with Rice’s General Counsel office to review non-standard issues in confidentiality agreements, the process of establishing a confidentiality agreement with a potential collaborator is initiated by contacting OTT.

If you are interested in establishing a confidentiality agreement with an industrial partner or any other third party, please provide the following information to OTT:

  1. the purpose of the discussion (e.g., possible research collaboration, potential technology licensing),
  2. the nature of the exchange (e.g., one way or two way exchange of confidential information,
  3. the Rice technology to be disclosed,
  4. appropriate contact information of other party,
  5. the length of time during which you want to engage the other party in discussion of confidential information, and
  6. the lead time before confidential discussions are expected.

Upon receipt of this request and associated information, OTT will work with you to establish a confidentiality agreement between Rice and the external party.