Sunteți pe pagina 1din 3

GUIDELINES FOR REVIEWING NDAS1

1. PARTIES
- Ensure that correct legal name & address is used (Katholieke Universiteit Leuven +
K.U.Leuven R&D); also identify K.U.Leuven’s Research Group/Dept/scientist involved
- Recommended: other Party’s scientist signs for approval

2. RECITALS
- Describe specific situation of the disclosure of confidential information (if applicable).
- Check if there is anything in the recitals that should really be in the body of the contract
(e.g. subject, purpose). Recitals may not be legally binding.

3. SUBJECT OF THE AGREEMENT/INFORMATION


- Ensure that the subject matter of the NDA and the purpose of the disclosed information is
correctly identified and described. Purpose should be “evaluation of the disclosed information
to determine interest in collaboration. Subject of the disclosed information may be different
for each Party.
- Do not accept “NDA” for the purposes of long term research collaboration of contract
research; these are subject of a different agreement; do not accept IP provisions or
provisions regarding ownership of research results.

4. SCOPE OF CONFIDENTIAL INFORMATION


- Check interests of both Parties: do both Parties disclose confidential information?
yes  bilateral NDA  confidential information = information which is identified/marked
“confidential” + “information which is obviously confidential in nature”
no (only info from other Party)  unilateral NDA  confidential information = information
which is identified/marked “confidential” (optionally: “information which is obviously
confidential in nature”)
no (only KUL)  unilateral NDA 
option 1: confidential information = information which is identified/marked “confidential” +
“information which is obviously confidential in nature”
option 2: confidential information = any information disclosed by KUL

Stress to internal researchers the importance of marking their confidential information or the
necessity to write meeting minutes identifying the confidential information.

1 A more in dept discussion of NDAs can be found in the UNICO Practical Guides NDAs

NDA – Guidelines 1/3


- Very important!!! Exceptions to the confidentiality obligations should be listed (see our
template for specific provisions)

- Do not accept definition of confidential information as being “any and all information
disclosed” unless alternative clauses are refused by counterparty in the following cases:
* only KUL discloses confidential information
* information is disclosed in a defined (one-time) meeting on a defined topic and/or if
discussions exclusively concern a specific document (e.g. research proposal)

5. USE OF THE INFORMATION BY RECEIVING PARTY


- obligation to keep the information confidential, not disclose to third parties without prior
written consent and to use it only for the defined purpose
- check conditions under which the information may be disclosed to employees, and
sometimes other persons (affiliates! non-KUL personnel!)
- return of confidential information to its owner after termination of the agreement

6. TERM & TERMINATION


- Effective Date: usually date of last signing Party is sufficient. If another date is needed (e.g.
information disclosure already took place) or if specific meeting date can be specified, agree
upon an effective date with the other Party.
- Termination Date should be clear (e.g. 6 months/1 year after Effective Date); add
termination date or term of the agreement if not provided (important to limit the scope of
disclosed information)!
- Duration of confidentiality obligations may extend for a limited number of years  default 5
yrs after termination date (but this depends on the nature of the confidential information).

7. GOVERNING LAW & JURISDICTION


- Recommended: Belgian law & Jurisdiction
- Other law systems may be acceptable (if Belgian law is not acceptable for counterparty):
(i) law of the defending party
(ii) other European continental (not UK) law (‘neutral’ for KUL)
- if above is not acceptable by other Party, the alternative is to remain silent.
- if further negotiations are still needed, discuss issue with LRD legal counsel
- Jurisdiction: try to obtain amicable solution; if no amicable solution possible: court
proceedings

NDA – Guidelines 2/3


8. MISCELLANEOUS
- Wording to clarify that neither party is obliged to negotiate or enter into any further
agreement (e.g. a research agreement or license agreement) should be included.
- disclosing party should give no warranties about information (do not accept liability if other
party uses our confidential information).
- beware of IP provisions – they may be “reach through” provisions! They do not fall within
the scope of an NDA and should be deleted.

9. SIGNATURES
In accordance with “volmachtenregeling” for LRD + KUL scientist (ZAP) signs “for approval”

NDA – Guidelines 3/3