Introduction to confidentiality

Diana Galpin

Research and Innovation Services (R&IS)

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What do we mean by Information?Information (Any)

e.g.

• Reports

• Data

• Designs

• Plans

• Processes

• Commercial

• Financial

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When is it confidential?

Confidential / Secret

• Not in the public domain

• Commercially sensitive

• Official Secret

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Why is it so important? Failure to maintain confidentiality has consequences:

• Patents - as they won’t be granted

• Publication – publishers don’t want old ideas

• Competitiveness – remember all the other academics fighting for the same funding

• Collaboration – trust is essential so don’t go and blow it

• Contractual Obligation – the Uni might owe it to the client but remember you are also obligated to the Uni

• Litigation – this is costly, stressful and to be avoided

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Where the obligation is found (1)

Confidentiality obligations will usually be in an Agreement – e.g.

• Confidentially Agreements – aka CDAs, PIAs, NDAs

• Research collaborations

• Sponsored research

• Studentships

• Consultancy

• MTA’s

• Software Licences

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Where the obligation is found (2)By operation of the Law

• Information has quality of confidence about it

• It was imparted in circumstances that would reasonably make you realise the information was to be treated as confidential

• Your unauthorised use/disclosure of the information is to the detriment of the person who gave it to you

TIP

• Do use this rule if you receive information

• Don’t rely on this if you are giving information

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How are you obligated?• As Staff – contract of employment & IP regulations

• As Student – IP regulations

• As an individual who has signed a confidentiality agreement / commitment

• By law – can be inferred from the situation that should treat as confidential

• Trust - want to continue in the academic community / doing collaborative work?

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What does it mean in practice? (1)Do

• Keep confidential information safely

• Sign out of your computer

• Password protect documents/files

• Be careful when cutting & pasting

• Comply with any stipulations in the contract

• Keep all confidential info from one source on one project in a separate file

• Mark your information as “CONFIDENTIAL”

• Keep a record of everything you have disclosed

• THINK

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What does it mean in practice? (2)Don’t

• Leave office unlocked and confidential information freely scattered across your office/desk

• Leave confidential information out when having a meeting

• Post information on a website

• Include others confidential information in your publication unless you have cleared it first

• Leave information on a train

• Reply all on an email & attach

• Have too much to drink and shout it from your bar stool

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What does it mean in practice? (3)

You Can

• Discuss with the people you have permission to e.g. supervisor, colleagues & collaborating partners involved in the project (make sure they are also bound)

• Use for the purpose set out in the agreement e.g. carrying out of project / preparing a proposal

• Discuss your own information with your peers (just be careful who – remember the potential Patent)

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What does it mean in practice? (4)You Can’t

• Use for something outside the purpose outlined in the agreement e.g. on a different project than the one they have agreed to…

• Publish without the owners permission

• Present their information without their permission

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What does it mean in practice? (5)Publications

• May have to be delayed

• May have to remove certain information

Theses

• Can be examined so you can get your PhD

• May have to be put on restricted access in the library

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When should you instigate?

As a general rule if you want to discuss unpatented inventions, know-how, intellectual property or other commercially sensitive/secret information with another person who is not an employee of the University get a CDA in place FIRST

– New area of research

– Collaborating on a project

– Development funding

– Spin out or licensing

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How to instigateStaff

• Contact the person responsible for your school in R&IS (see penultimate slide)

Students

• In first instance contact your supervisor

• Get him to contact R&IS as per above

• Only if this fails should you contact R&IS directly

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If you receive an agreement (1)Agreements the University enters into:

• Contact the person responsible for your school in R&IS (see penultimate slide)

• They must be reviewed, negotiated &/or approved

• Signed by an Authorised Signatory – which is NOT you

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If you receive an agreement (2)

Agreements you sign but for a project you are doing at the University:

• Contact the person responsible for your school in R&IS (see penultimate slide)

• They will advise and possibly require the agreement to be with the University not you

• In any event they must be reviewed, negotiated &/or approved

• You should only sign if you personally are a Party

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Who to contact for help?Before discussing Research or Consultancy work

• Contract Managers in Research and Innovation Support Office

http://www.southampton.ac.uk/ris/team/index.html

Before discussing Spin out/Licensing/Investment

• Business Managers in Research and Innovation Services

hhttp://www.southampton.ac.uk/ris/team/index.html

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Further InformationThink your Research Group / School would benefit from a specific

workshop on this? If so we would be pleased to assist so do get in contact.

Email: ris@soton.ac.uk

Tel: 023 8059 3095

Internal Extension: 23095