14.8.1 Confidentiality Obligation (also known as Nondisclosure Agreement, Confidentiality Agreement)
A confidentiality obligation is any legal undertaking whereby one party agrees to keep information disclosed by another party secret. The obligation to keep disclosed information secret is typically accompanied by an obligation to protect the disclosed information at least as stringently as the recipient protects its own confidential information and an obligation not to use the disclosed information for any purpose other than as permitted by the agreement signed by the recipient of the information. This obligation is typically embodied in a written Confidentiality Agreement (CA) or Nondisclosure Agreement (NDA). The obligation to maintain information in confidence can take many forms and such obligations are often found in license agreements and other legal contracts.
14.8.2 Copyrightable Works
Under the copyright law, copyright subsists in “original works of authorship” that have been fixed in any tangible medium of expression from which they can be perceived, reproduced, or otherwise communicated, either directly or with the aid of a machine or device. These works typically include the full array of literary, artistic, and musical works, pictorial and other graphic works, dramatic works, motion pictures and other audiovisual works, and sound recordings. Copyright protection is also available for software and integrated circuit masks.
Except as set out otherwise in this policy (for example, with regard to software and integrated circuit masks), the University does not claim ownership of pedagogical, scholarly, or artistic works, regardless of their form of expression. Such works include those of students created in the course of their education, such as dissertations, papers and articles. The University claims no ownership of popular nonfiction, novels, textbooks, poems, musical compositions, non-patentable software, or other works of artistic imagination, which are not institutional works and which did not make more than incidental use of University resources or the services of University non-faculty employees working within the scope of their employment.
An invention is a novel and useful idea relating to processes, machines, manufactures, and compositions of matter. It may cover such things as new or improved devices, systems, circuits, chemical compounds, mixtures, etc. It is probable that an invention has been made when something new and useful has been conceived or developed, or when unusual, unexpected, or nonobvious results have been obtained and can be exploited. An invention can be made solely or jointly with others as co-inventors. To be recognized legally, a co-inventor must have conceived of an essential element of an invention or contributed substantially to the general concept.
14.8.4 Invention Disclosure
An invention disclosure is a document that provides information about inventor(s), what was invented, circumstances leading to the invention, and facts concerning subsequent activities. It provides the basis for a determination of patentability and the technical information for drafting a patent application. An invention disclosure is also used to report technology that may not be patented but is protected by other means such as copyright or trade secret.
14.8.5 More than Incidental Use
For purposes of this Chapter, the phrase “more than incidental use of University resources” means use for more than a minimal amount of time of specialized, research-related facilities, equipment or supplies, provided by the University for academic purposes, and use of more than a minimal amount of “on-the-job” time. The occasional and infrequent use of the following would typically not constitute “more than incidental use of University resources”:
- Routinely available, office-type equipment, including desktop computers and commercially-available software, and
- Reference materials or other resources collected on the University campus, and which are generally available in non-University locations.
A patent is a grant issued by a national government office (usually called the Patent Office) giving an inventor the right to exclude all others from making, using, or selling the invention within the territory of the country, its territories and possessions for a period of 20 years. When a patent application is filed, the Patent Office reviews it to ascertain if the invention is new, useful, and nonobvious and, if appropriate, grants a patent - usually two to five years later. Not all patents are necessarily valuable or able to withstand a challenge after being issued.
14.8.7 Public Domain
Public domain ownership means that society, as a whole, owns the item and anyone can make free use of it for any purpose desired. Authorship doesn’t have to be noted. A particular item enters the public domain when the author or creator relinquishes her/his rights to the item or when a predefined length of time has passed.
14.8.8 Tangible Research Property (TRP)
TRP is defined for purposes of this Chapter as tangible (or corporeal) items produced in the course of research projects supported by the University or by external sponsors. TRP includes such items as: biological materials, engineering drawings, computer software, integrated circuit chips, computer databases, prototype devices, circuit diagrams, equipment. TRP is separate and distinct from intangible (or intellectual) property such as inventions, patents, copyright and trademarks which are subject to other policies and guidelines set forth above. Individual items of TRP may be associated with one or more intangible properties such as copyright or patents.
14.8.9 Trade secret
“Trade secret” is a legal term referring to any information, whether or not copyrightable or patentable, which is not generally known or accessible, and which gives competitive advantage to its owner. Trade secrets are proprietary information.
Trade and service marks are distinctive words or graphic symbols identifying the sources, product, producer, or distributor of goods or services. A service mark is the same as a trademark, except that it identifies and distinguishes the source of a service.
“work-for-hire” is a legal term defined generally as “a work prepared by an employee within the scope of his or her employment.” This definition includes works prepared by employees in satisfaction of sponsored agreements between the University and outside agencies. Certain commissioned works also are works for hire if the parties so agree in writing. The employer (i.e., the University) by law is the “author,” and hence the owner, of works for hire for copyright purposes. Works for hire subject to this principle include works that are developed, in whole or in part, by University employees. For example, significant use of staff or student employee programmers or University film production personnel will typically result in University ownership of the copyright in the resulting work. Where a work is jointly developed by University faculty or staff or student employees and a third-party non-employee, the copyright in the resulting work typically will be jointly owned by the University and the third party. In such instances, an agreement must be executed to explicitly define the rights of both the University and the other party. If a copyright jointly shared by the third party is expected, immediate consultation with the General Counsel is required. Whether the University claims ownership of a work will be determined in accordance with the provisions of this policy, and not solely based upon whether the work constitutes a work-for-hire under the copyright law. For example, copyright in pedagogical, scholarly or artistic works to which the University disclaims ownership under this policy shall be held by the creators regardless of whether the work constitutes a work-for-hire under copyright law. University ownership in a work-for-hire may be relinquished only by an official of the University authorized to do so by the Board of Governors.