1. Technology and Economic Development Confidentiality Issues in Research Jim Baker Director Office of Technology and Economic Development jrbaker@mtu.edu 7-2228

2. Technology and Economic Development Objectives Inform researchers on issues related to confidentiality in research University standard terms and positions University process for nondisclosure agreement processing Highlight issues to watch for in consulting and other private agreements Help you help us help you Discuss concerns, questions, related issues

3. Technology and Economic Development Outline General Considerations University Positions Legal Details Practical Issues Standard Terms University Process Web Links

4. 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

5. Technology and Economic Development But… Receipt and generation of information that must be held confidential is often a necessary element of sponsored research

6. Technology and Economic Development Because… National security may depend on it Public health or safety considerations Research 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

7. 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 appropriate Can be difficult when graduate students are involved

8. 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

9. Technology and Economic Development MCRIIA FOI Exemption Criteria Information exclusively used for research, testing and evaluation Information is clearly designated Written 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

10. Technology and Economic Development Practical Issues Publication interests Confidentiality and publication are not mutually exclusive Requires thoughtful management Students will graduate and take knowledge with them Keeping track of what’s what Contractual obligations plus respect, courtesy, and common sense

11. Technology and Economic Development Standard NDA Terms Information from external party Significant Relevant Issues Marking/Labeling Requirement Practical ability to manage information MCRIIA What is the nature of the information MCRIIA What will the information be used for MCRIIA

12. Technology and Economic Development Standard NDA Terms – Cont. Agreement Term How long will we exchange information? How long does it need to be held confidential? Exemptions Public information, prior known information, independently developed information, etc.

13. Technology and Economic Development NDA Terms to Watch For Ownership of IP created using the information How do you know if IP was created from it? Research freedom Venue Travel requirements to resolve disputes Jurisdiction Learning foreign laws Injunctive Relief

14. 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 Review Fixed time period Redact sponsor confidential information Comment on other content (non-binding)

15. Technology and Economic Development University Process Primary point of contact Robin Kolehmainen, Patent/License Manager Office of Technology and Economic Development 7-2228 rakolehm@mtu.edu Responsible for: Processing University standard NDAs Reviewing and negotiating third party NDAs Obtaining authorized University signatures

16. 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))/d ocuments/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

17. Technology and Economic Development Questions

18. Technology and Economic Development Contact Information Jim Baker Director, Technology and Economic Development jrbaker@mtu.edu 487-2228 www.ted.mtu.edu