Early agreements

Above all, during preliminary discussions (project set-up, commercial negotiations, partnership discussions, formation of consortia, technology demonstrations or tests, etc.) that may lead to a collaboration with a partner, it is essential to think about protecting any confidential information, know-how, material or data that will be exchanged, with a convention.

This agreement will in most cases be a NDA (Non Disclosure Agreement) or a MTA (Material Transfer Agreement) or MOU (Memorandum Of Understanding) with a confidentiality clause.

Without being exhaustive, this paragraph lists the elements that you should absolutely take into account when drafting or negotiating a confidentiality agreement.

Jean-Léon KABORE - +32(0)81 72 50 48 - juriste.adre@unamur.be

Confidentiality: NDA

Signing a confidentiality agreement is an important and prior act that allows the parties to trust each other. Above all, it will help prevent your confidential information from being used at your expense, thereby losing your competitive advantage.

  • This agreement defines the conditions and purpose under which you will exchange confidential information with a partner,
  • It defines the scientific field of interest and the know-how of each party,
  • It defines the duration of the commitments.
  • It excludes the possibility for a partner to exploit the results of the other party.

The confidentiality agreement is all the more important when the information exchanged relates to an invention for which a patent application is being considered.

Material exchange: MTA

If, in addition to information, you also exchange material (chemical, biological, prototype, software for evaluation etc.) with an industrial or academic partner, a Material Transfer Agreement (MTA) should be prepared.

This agreement contains:

  • a precise definition of the transferred material and its conditions of use.
  • the conditions of confidentiality, ownership of the results generated with the material, and their use.
  • a period of time during which the material may be used.

Memorandum Of Understanding : MOU

The MOU is a declaration of intent between the different parties, indicating a common line of action without any real legal commitment. The MOU announces the imminent signature of an agreement on the same subject..