Tip Sheet Volume 1:2

Confidentiality Agreements:
Who Signs What - and Why?

Interacting with industry can be a rewarding experience. Part of this experience will likely involve signing a confidentiality agreement with the industry to facilitate open research discussions.

In order to openly discuss research that has not been published or patented with a third party , a confidentiality or non-disclosure agreement (CFA) must be signed. Information discussed under a signed confidentiality agreement is not considered "published" for purposes of potential patent protection. A signed agreement indicates that the information discussed will not be used by or distributed to a third party. This does not mean all information discussed is confidential. Only information that has not been previously published, patented, or is not considered general knowledge must be kept confidential. Different types of CFA's are described below.

ISU Research Discussed With Industry

Related to an invention disclosure - This agreement is signed by ISURF and an industry representative and is between ISURF and the industry. Once the agreement is signed, the faculty member(s) may discuss the research with any employee of the company signing the agreement, on behalf of ISURF. This agreement is arranged by ISURF.

Not related to an invention disclosure - This agreement is signed by an industry representative, Contracts and Grants Office and ISU faculty/staff member(s). Once the agreement is signed, the faculty member(s) may discuss the research with any employee of the company signing the agreement. This agreement is arranged by the Contracts and Grants office.

Industry Research Discussed With ISU Personnel

Related to an invention disclosure - This agreement is signed by an industry representative and ISU faculty/staff member(s). Once the agreement is signed, any employee of the company signing the agreement may discuss the research with the faculty/staff member(s) who signed the agreement. This agreement is arranged by ISURF.

Not related to an invention disclosure - This agreement is signed by an industry representative, Contracts and Grants Office and ISU faculty/staff member(s). Once the agreement is signed, the faculty members may discuss the research with any employee of the company signing the agreement. This agreement is arranged by the Contracts and Grants Office.

Two-way confidentiality agreements

If both the ISU faculty member(s) and the industry want to share confidential information, it may be possible to use a two-way confidentiality agreement instead of two separate one-way agreements. This is possible only if no invention disclosure has been made by the faculty member. Two-way confidentiality agreements are arranged through the Contracts and Grants Office.

It is important to remember that ISU faculty/staff member(s) sign these agreements personally and on behalf of his/her laboratory staff member(s), but NOT on behalf of the university. If more than one P.I. will be giving/receiving this information, each will need to sign the agreement.

Note: These are general guidelines and are sufficient for most confidentiality agreements. However, some situations may have special requirements. If you have any questions, or would like assistance with this process, please contact:

Lisa Lorenzen, Biotechnology Industrial Liaison
1210 Molecular Biology Building
Phone: (515) 294-0926
Email: llorenze@iastate.edu

Acknowledgement: Thanks to ISURF and Contracts and Grants Staff members for their input.