Technology and Economic Development

Confidentiality Issues in Research

Jim Baker

Director

Office of Technology and Economic Development

jrbaker@mtu.edu

7-2228

Technology and Economic Development

Objectives

Inform researchers on issues related to confidentiality in researchUniversity standard terms and positionsUniversity process for nondisclosure

agreement processingHighlight issues to watch for in consulting

and other private agreementsHelp you help us help youDiscuss concerns, questions, related issues

Technology and Economic Development

Outline

General ConsiderationsUniversity PositionsLegal DetailsPractical IssuesStandard TermsUniversity ProcessWeb Links

Technology and Economic Development

General Considerations

Michigan Tech is a public research and educational institution

Dissemination of knowledge is part of our core function through publication, presentation, and graduation of students

Technology and Economic Development

But…

Receipt and generation of information that must be held confidential is often a necessary element of sponsored research

Technology and Economic Development

Because…

National security may depend on itPublic health or safety considerationsResearch sponsors need to:

share sensitive information with researchers to follow through on projects

protect information created in projects to realize a reasonable and appropriate return on their research investment

Technology and Economic Development

University Positions

We can keep information that is provided to us from a research sponsor or partner confidential on reasonable terms

We will consider keeping project results confidential when necessary and appropriateCan be difficult when graduate students are

involved

Technology and Economic Development

Legal Details

Export Control Information that is required to be held

confidential and that is seen by a ‘foreign person’ results in a ‘deemed export’

Michigan Confidential Research and Investment Information Act (MCRIIA) Information can be exempt from Freedom of

Information Act (FOIA) if it satisfies certain criteria

Technology and Economic Development

MCRIIA FOI Exemption Criteria

Information exclusively used for research, testing and evaluation

Information is clearly designatedWritten confidentiality agreement in place

signed by an authorized officer or designee

Separate document containing general description of information, its use, and the names of the parties involved

Technology and Economic Development

Practical Issues

Publication interestsConfidentiality and publication are not

mutually exclusiveRequires thoughtful management

Students will graduate and take knowledge with them

Keeping track of what’s whatContractual obligations plus respect,

courtesy, and common sense

Technology and Economic Development

Standard NDA Terms Information from external party

Significant Relevant IssuesMarking/Labeling Requirement

Practical ability to manage informationMCRIIA

What is the nature of the information MCRIIA

What will the information be used for MCRIIA

Technology and Economic Development

Standard NDA Terms – Cont.

Agreement TermHow long will we exchange information?How long does it need to be held

confidential?Exemptions

Public information, prior known information, independently developed information, etc.

Technology and Economic Development

NDA Terms to Watch For

Ownership of IP created using the informationHow do you know if IP was created from it?Research freedom

Venue Travel requirements to resolve disputes

JurisdictionLearning foreign laws

Injunctive Relief

Technology and Economic Development

Confidentiality in Research Contract Terms

Generally can accept confidential information from research sponsors

Generally will not allow research sponsors to explicitly restrict release of project developed information

Publication ReviewFixed time periodRedact sponsor confidential informationComment on other content (non-binding)

Technology and Economic Development

University Process

Primary point of contactRobin Kolehmainen, Patent/License Manager

Office of Technology and Economic Development

7-2228

rakolehm@mtu.edu

Responsible for:Processing University standard NDAsReviewing and negotiating third party NDAsObtaining authorized University signatures

Technology and Economic Development

Web Resources

Michigan Tech Standard NDA http://www.ted.mtu.edu/forms/NDA_new.doc

MCRIIA http://www.legislature.mi.gov/(S(klvurr45bd2mljua41i4ru55))/

documents/mcl/pdf/mcl-Act-55-of-1994.pdf Or just Google Michigan PA 55 of 1994

Michigan Tech Standard Non-governmental Research Agreement http://www.mtu.edu/research/administration/sponsored-

programs/pdf/resagreement.pdf

Technology and Economic Development

Questions

Technology and Economic Development

Contact Information

Jim BakerDirector, Technology and Economic Development

jrbaker@mtu.edu487-2228

www.ted.mtu.edu