Non-disclosure agreements and confidentiality agreements

All our consultancy work and reports are confidential to the client. However, we are sometimes asked to sign a confidentiality agreement before discussing a potential future project. 

ISVR Consulting is part of the University of Southampton; the University is the legal entity. All confidentiality or non-disclosure agreements (NDAs) must be approved by the University of Southampton’s Research and Innovation Services department (RIS). 

Because complex NDAs can take time to negotiate and put in place, the University of Southampton has provided a standard agreement to cover most projects.  The Manager of ISVR Consulting is authorised to sign the standard agreement on behalf of the University.  Any variation from this agreement has to be approved and signed by RIS on behalf of the University.  This is to prevent any unforeseen consequences affecting parts of the University other than ISVR Consulting.  The agreement is shown below.

This agreement can be downloaded from our website as a Word template.  The highlighted fields may be edited, and the agreement printed and signed before discussions take place. 

 

CONFIDENTIALITY AGREEMENT

THIS AGREEMENT is made on the last day below written by and between:

(1) UNIVERSITY OF SOUTHAMPTON, as represented by ISVR Consulting, Faculty of Engineering and the Environment whose administrative offices are at University Road, Highfield, Southampton, SO17 1BJ;

AND

(2) COMPANY / UNIVERSITY whose principal place of business/administrative office is located at

(collectively referred to as the “Parties”)

WHEREAS

The Parties wish to enter into discussions relating to [technical area description] (“the technical area”)

During such discussions the disclosure of confidential information (“Information”) may become necessary.

One party (“the Disclosing Party”) is willing to disclose and the other party (“the Recipient Party”) is willing to receive Information.

To ensure that disclosed Information is treated as secret and proprietary and in consideration of such disclosure it is hereby agreed as follows.

1.   CONFIDENTIAL INFORMATION

1.1   Information may only be used for the authorised purpose [the purpose description] (the “Purpose”).

1.2   Information means all information howsoever communicated by the Disclosing Party to the Recipient Party relating to the Purpose including, but not limited to, intellectual property, know-how, data, formulae, processes, designs, photographs, drawings, specifications, samples and any information ascertainable by the inspection or analysis of samples.

1.3   Information disclosed hereunder will at all times remain the property of the Disclosing Party.

2.   OBLIGATIONS

2.1   The Recipient Party shall keep Information in the strictest confidence for a period of five (5) years from the date of its receipt.

2.2   The Recipient Party shall in respect of the Information use the same or a higher degree of care it uses to handle its own information of a similar nature and in any event will use its best efforts to ensure that Information is not disclosed, in whole or in part, to any third party, except where expressly permitted by this Agreement.

2.3   The Recipient Party will notify the Disclosing Party of any breach or intended breach of the obligations contained in this clause 2 or clauses 1 or 3.

3.   LIMITATIONS ON USE

3.1   The Recipient Party shall not, without the prior written consent of the Disclosing Party disclose Information to any other party save for its employees, consultants and contractors, and then only on a need-to-know basis, who have been made aware that the Information is confidential and to whom disclosure is necessary for the Purpose. The Recipient Party will procure an undertaking from each individual recipient to be bound by the obligation of confidentiality contained herein.

3.2   Information shall not be disclosed to any affiliate or subsidiary of the Recipient Party without the prior written consent of the Disclosing Party.

3.3   The Recipient Party shall not make commercial use of Information during such time that it remains confidential and proprietary to the Disclosing Party by virtue of the obligations contained herein.

3.4   The Recipient Party shall, if so requested by the Disclosing Party at any time, return to the Disclosing Party on demand any or all Information whereupon the Recipient Party’s rights to use the Information for the Purpose shall cease. Upon such request all Information shall be returned within 14 days by the Recipient Party who shall not be permitted to keep copies or duplicates of all or any Information.

4.   EXCEPTIONS

4.1   The confidentiality and non-use obligations of this Agreement shall not apply to:

4.1.1    Information which at the time of disclosure was in the public domain; or

4.1.2   Information which, after its disclosure hereunder, enters the public domain by lawful and proper publication; or

4.1.3   Information which the Recipient Party can establish by reasonable proof was in its possession or was known to it at time of disclosure hereunder or was subsequently developed by the Recipient Party without utilisation of Information; or

4.1.4   Information which the Recipient Party receives from any third party legally in possession of the Information not owing an obligation of confidence to the Disclosing Party and without any restriction on its disclosure; or

4.1.5   Information which is approved for release or use by the prior written authorisation of the Disclosing Party; or

4.1.6   Information which the Recipient Party is required by law to disclose.

5.   TERM

5.1   This Agreement shall take effect from   01 January 2013  (“the Effective Date”).

5.2   This Agreement shall be terminable by either Party by thirty (30) days prior written notice or by mutual agreement in writing or immediately if either Party has reason to believe that the other is in breach of any of the obligations contained herein.

5.3   Clauses 2, 3 and 4 hereof shall continue to remain in force for a period of five (5) years from the date of the Recipient Party’s receipt of the Information regardless of the expiry or termination of this Agreement.

6.   NO GRANT

6.1   This Agreement shall not be deemed to confer or imply the grant or agreement to grant by the Disclosing Party to the Recipient Party any of Disclosing Party’s rights under copyright, patent or any other intellectual property right. In particular no licence is granted either directly or indirectly under such rights.

6.2   The Disclosing Party makes no representation or warranty as to the adequacy or accuracy of Information disclosed hereunder nor for its fitness for purpose.

6.3   The Disclosing Party shall not be liable for any loss or damage, both direct and indirect, suffered by the Recipient Party as a result of its use of the Information.

7.   NO WAIVER

7.1   It is further understood and agreed that any failure by the Disclosing Party in exercising any right, power or privilege under this Agreement shall not act as a waiver hereunder nor shall any single or partial exercise thereof preclude any further exercise of any right power or privilege.

8.   RELATIONSHIP OF PARTIES

Nothing in this Agreement shall create, imply or evidence any partnership, joint venture or relationship of principal and agent between the Parties.

9.   VARIATION

This Agreement may only be amended or varied by written instrument signed by both Parties hereto.

10.   NOTICES

All notices shall be made by letter addressed, except as each Party may change in writing, to the destination and named recipient pursuant hereto, as follows:

University of Southampton:

For the Attention of:

Director
Research & Innovation Services
University of Southampton
Highfield
Southampton
SO17 1BJ

The other party

For the Attention of:

Name and address 

    

 

11.   GOVERNING LAW

This Agreement shall be governed by and construed in accordance with English law and the Parties agree to submit to the jurisdiction of the English Courts.

12.   AGREEMENT

12.1   This Agreement:

12.1.1   constitutes the entire agreement between the Parties for the disclosure of Information;

12.1.2   shall be executed in two counterparts each of which shall be deemed an original.

IN WITNESS WHEREOF the Parties hereto have duly executed this Agreement in a manner binding upon them the day and year first before written.

Signed on behalf of

University of Southampton

 

 

 

Name:

Position:

Date:

Signed on behalf of

Company Name

 

 

 

Name:

Position:

Date: