Confidentiality Agreements at Ryerson … or “if I tell you, I’ll have to kill you!” Heather Gallant, ORS

CDA 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

CDA 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

CDA 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

CDA General rule for CDAs As the importance of the confidential information increases, so does the relative complexity of the Agreement

CDA 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

CDA 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

CDA 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

CDA 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

CDA 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 >” –Where > is: >

CDA 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.

CDA 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

CDA 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.

CDA 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

CDA 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

CDA Where to get information CDA procedures: –Heather or Bob or ext 7521 or ext 7609 Grant/Contract Authorization form: –