When shall a non-disclosure agreement be signed?
You need to have an NDA in place each time confidential information is exchanged between EPFL and a third party (or a person not employed by EPFL) and no other agreement is in place to protect the confidential information.
When a person is not employed by EPFL and is working in a laboratory, TTO shall be contacted and a specific agreement signed with EPFL shall be put in place.
Where can I find a model of NDA?
Two models of NDA are available:
- NDA for Concept (in English)
Your laboratory wishes to disclose a concept in order to enable your partner to grasp the economic and technical value of such concept before a possible technology transfer or cooperation agreement.
- NDA bilateral (in English and in French)
Your laboratory and your partner wish to exchange confidential information for a defined purpose.
Each NDA shall be completed with the following information:
– Name and address of the partner
– Laboratory of EPFL and name of the head of the laboratory
– Description of the field of the possible future collaboration
What shall I do before and after the signature of an NDA?
- Check that the NDA complies with EPFL rules (see the 3 essential rules below)
- If you have any doubt or if clauses are unclear or different from the model of the NDA above, please contact TTO that will advise you in the negotiation of the NDA
- The head of a laboratory or a research unit may sign an NDA on behalf of EPFL
- After the signature of the NDA, make sure that the agreement is enforced, notably that only employees of EPFL having a need to know the confidential information for their work at EPFL have access to this information and that they are informed of their duties.
The confidential information shall be clearly identified
It is essential that the obligation of confidentiality is valid only for information:
- labeled as “CONFIDENTIAL” if disclosed in writing, or
- declared as being confidential at the time of disclosure and confirmed in writing in due time (in general 10 days) in case of oral disclosure.
Information remains the proprietary of the parties
No license or transfer of intellectual property shall be mentioned in an NDA.
Only the way to treat confidential information is settled in the NDA
The rules that will apply to the possible future collaboration will be negotiated in a separate agreement (see Research Agreements).