It can be used:

i. Before patenting the technology

ii. After patenting the technology

Information is not considered as confidential if:

i. It is in public domain by any means and entered in the public domain other than

the fault of the receiving party.

ii. If the disclosing party has access to its disclosure to the third party without

restriction.

iii. It is developed independently by the receiving party.

iv. It has to be disclosed by laws and regulations.

Main characteristics of confidentiality agreement:

i. Each “provider” retains all ownership rights in its information.

ii. Information can also include tangible objects.

iii. Provides for disposition of the information at the termination of the agreement

iv. Duration is up to the parties

v. No warranties on use of the information

vi. No implied license or other use beyond that expressly defined

100 Industrial Pharmacy II

vii. The recipient may be relieved of obligation if the information becomes public

through no fault of their own

viii. The recipient may be required to divulge information to a Court of Law

ix. Penalties defined for breach of confidentiality

Checklist for confidential agreements

1. Parties: Ensure that correct legal name and address is used.

2. Recitals: Describe the specific situation of the disclosure of confidential information.

Recitals may not be legally binding.

3. Subject of the agreement/information: Ensure that the subject matter and purpose

of the disclosed information is correctly identified and described.

4. Scope of confidential information: Check interests of both parties.

5. Use of the information by receiving party: Add obligation to keep the information

confidential, not disclose to third parties without prior written consent and to use it

only for the defined purpose.

6. Term and termination: Effective date for start of the contract and its time limit

should be mentioned.

7. Governing law and jurisdiction: Mention recommended law and jurisdiction in

case of breach of conditions in the agreement.

8. Miscellaneous: Wording to clarify that neither party is obliged to negotiate or enter

into any further agreement or any other condition, if needed.

9. Signatures: Signatures of both the parties/witnesses/any other designated authority

should be there.

6.5.2 Licensing

In this type the owner/developer of the technology grants permission to another

company (receiver/absorber) in the form of license to use the technology for certain

purposes and for a certain period (Fig. 6.4).

Fig. 6.4: Types of licensing agreement

Regulation of Transfer of Technology 101

By a technology licensing agreement the licensor authorizes the licensee to use the

technology under certain agreed terms and conditions. It is, therefore, a contract freely

entered into between two parties and contains terms and conditions so agreed.

The rights conferred by the license are as follows:

i. Technology/patent: To make, sell, import, export, use