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Confidential Information: Lessons Learned from the Researcher Guidebook

June 18, 2024—Protecting confidential or proprietary information has long been a hot topic in the realm of university-industry partnerships. While university culture promotes the open dissemination of information, companies tend to protect information and share it only internally or under agreements that specify its exact use. When partnering for research, it’s vital to ensure that the goals and missions of both industry and academia are met. Carefully crafting an agreement to define and protect confidential information ensures that impactful collaborations flourish while keeping proprietary knowledge safe.

Information agreements

Companies and universities often need to share confidential information when discussing possible research collaborations. Each party usually has individual policies and procedures for exchanging information, so including the necessary when starting discussions about confidential information is critical. After partnership discussions have established the subject matter and scope of the collaboration, it will be necessary to implement protections so both parties can share non-public information that will further inform the partnership. Depending on the research topic, some types of confidential information that may be covered include various forms of intellectual property, including nonpublic information from current or proposed research priorities, unpublished studies or patent applications – examples include material composition software code and applications, unpublished or protected health information. In addition, company secrets or other organization-specific information can be protected under agreements. For more on protecting confidential information, see UIDP Contract Accord 9.

The types of protections used to safeguard information can vary, but some of the most used are non-disclosure and confidential disclosure agreements, also known as NDAs and CDAs. These are legally binding documents constituting an agreement between two or more parties to maintain the secrecy of non-public proprietary information. NDAs/CDAs should only be used when the subject matter and scope of the engagement are clearly defined and understood by both parties. These agreements are not appropriate when used in broad or open-attendance meetings, when data sets from clinical trials are used, or when faculty are considered company personnel, such as during joint employment or when consulting. For more on NDAs/CDAs, see UIDP Perspectives: NDA/CDA 101.

Protection perspectives

Universities and companies often take different approaches to confidential information. As institutions of learning, universities view the dissemination of information as part of their responsibilities. Universities may also have policies restricting agreements that would prevent the publication of research results. Alternatively, companies are incentivized to keep proprietary information out of the public eye to avoid risk and maintain competitive advantage. To address these different perspectives, partners can discuss publication delays or the ability to review and comment on information to be published. With fundamentally different cultures and approaches to the flow of information, it’s important to be specific in confidentiality agreements and ensure that the terms are achievable for both parties. Demonstrating that all parties can adhere to the agreement is in everyone’s best interests. Recent advances in technology may also change the way organizations approach confidential information. Artificial intelligence and some of its use in research and contracting may reduce confidentiality expectations.

Why it matters

When looking to partner for research, companies and universities may need to receive or disclose information to assess their capabilities to work together, and protecting this information is vital to the success of the collaboration. Understanding the different types of agreements and diverse perspectives about the dissemination of information in industry and academia is essential to ensure that future collaborations protect the interests of all parties and lead to successful research outcomes.

We want to hear from you. What is your organization’s approach to confidential information? Let us know on our LinkedIn profile.

The 3-Minute Read is a UIDP member information piece and does not represent the opinions of our members or representatives. We welcome your comments on our LinkedIn profile.

This 3-Minute Read is part of a series based on the Researcher Guidebook, a public resource published by UIDP. Our members have access to a sequential learning path and Quick Guide developed to help researchers tap into our collective knowledge and clearly understand their pivotal role in cross-sector research partnerships.