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Confidentiality Agreements at Ryerson

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

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

  2. 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

  3. 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

  4. 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

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

  6. 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

  7. 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

  8. 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

  9. 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

  10. 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>>

  11. 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.

  12. 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

  13. 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.

  14. 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

  15. 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

  16. Where to get information • CDA procedures: • Heather or Bob hgallant@ryerson.ca or ext 7521 dirstein@ryerson.ca or ext 7609 • Grant/Contract Authorization form: • http://www.ryerson.ca/ORS/

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