Non-Disclosure Agreements/Confidentiality Agreement

Non-Disclosure Agreements also known as a confidentiality agreement (CA) is a legal contract between at least two parties that outlines confidential material, knowledge, or information that the parties wish to share with one another for certain purposes, but wish to restrict access to or by third parties. Through this contract parties agree not to disclose information covered by the agreement.

Non-disclosure agreements are used in a number of instances, for example when the University wishes to discuss collaboration opportunities with external organisations or negotiate partnership with private companies when it often includes trade secrets. In such cases it is both necessary and beneficial to have a signed non-disclose agreement that allows the parties to talk freely.

When signing a non-disclosure agreement, researchers from University of Lapland and its Arctic Centre must ensure that their right to publish research results is not compromised. Therefore, there are certain provisions that must be included in non-disclosure agreements. The Project Lawyer can assist researchers with draft or review of non-disclosure agreements and if necessary make amendments to the agreement, before it is signed. The Project Lawyer also advises researchers from University of Lapland whether a non-disclosure agreement is necessary or beneficial before, for instance, discussing unpublished research results with an external organisation.

A memorandum of understanding (MOU) is a nonbinding agreement between two or more parties outlining the terms and details of an understanding, including each parties' requirements and responsibilities.

It is an agreement that defines the framework of the negotiations among the partners of a consortium and that is generally concluded in the very beginning of the negotiations on the involvement in a project, even before submitting a proposal. It expresses a convergence of will between the parties, indicating an intended common line of action, helping to explain any protocols for communication, information exchange, reporting, confidentiality issues, and modifications and conditions for terminating the agreement.

A MoU is an agreement signed by the participants of a project and which purpose is outlining the collaborations to be exchanged and actions to be performed within a specific period of time. It can be very useful as a tool for facilitating effective collaboration and linkages as a commitment by the parties, become a beneficial agreement that joins parties together in order to achieve a specific outcome, and help to solidify partnership among the partners of a consortium.

Concluding, MoUs are used as synonymous of letters of intent that express an interest from the participants in performing services or the intention of taking part in activity but that do not legally obligate any party. It is just agreed in good faith among the signatories, on the basis that it is a fair and honest representation of their intentions.

All parties, who enter into an agreement financed under EU’s frame work programmes, must sign a Consortium Agreement. Generally, the Consortium Agreement refers to the internal organisation of the consortium. It is a contract regulating the rights and obligations among the Participants of an EU Project with reference to management structures and financial distribution but also concerning confidentiality, liability and Intellectual Property Rights (IPR).

Contrary to the Grant Agreement, the European Commission is not party to the Consortium Agreement. The CA is a contract between the Project Participants and is signed by each one of them. The Grant Agreement (GA) including its Annexes precedes the Consortium Agreement.

Such consortium agreements must be co-signed by the Rector of the University of Lapland who is responsible for the agreement’s compliance with existing legislation and University guidelines for research collaboration agreements.

Typically, a project co-ordinator for the research project prepares a draft of the EU Consortium Agreement to be sent to the other project participants. Once a draft is received, it must be sent to the Project Lawyer – Karol Kowalski for a compliance legal review.

GRANT AGREEMENT – standard contract defining the basic conditions for the project financing, signed between funding institution and the Coordinator. Apart from these conditions, which are stipulated in the main body of the contract, the Grant Agreement consists of the different Annexes. Signatories of the Grant Agreement are the European Commission as the EU’s representative and the Coordinator.

Under Horizon2020, the Grant Agreement is signed only electronically. Additional Project Participants accede to the treaty by signing the "Accession Form" (Annex III) and are thereby liable to the same rights and duties as described in the Grant Agreement. This equally applies for parties from a third country, which receive no project funding from the EU and are subject to the Grant Agreement as "beneficiaries not receiving EU funding".

Karol Kowalski

Project Lawyer
email: firstname.lastname (at) ulapland.fi
Tel. +358 40 4844026

If anything, feel free to ask.
Thanks a lot in advance.