Legal Agreements

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A CEDC associate and its student team may enter into certain legal agreements so the company's proprietary interests are protected. Typical agreements include:

Under the spirit of free and open dissemination of knowledge, Thayer School does not enter into any legal agreements with CEDC associates nor does it assume any responsibility relative to them.

Following are brief explanations of NDAs, IPAs, and NCAs. However, students who are asked to enter into legal agreements with their project sponsors should also consult their faculty advisors and Dartmouth's Technology Transfer Office.

Non-Disclosure Agreements (NDAs)

A confidentiality or non-disclosure agreement requires students to observe due diligence in protecting the confidentiality of company information such as data, design intent, or drawings.

From the academic perspective, the ENGS 89/90 project includes oral and written reports presented in an open academic environment with a portion of the course grade based on the presentations. In essence, even if part of a project is confidential, the team needs to be able to present enough non-confidential information about their work to get academic credit. Neither Thayer School's administrators nor any faculty member will enter into confidentiality agreements in order to evaluate student project work.

Potential project sponsors who believe that confidentiality agreements are essential should spell out the specific aspects of the project that must be kept confidential when they submit their problem to the CEDC. Requiring any kind of confidentiality agreement, however, may deter students from selecting a project.

Students who do enter into a confidentiality agreement with their sponsor must be careful to report only non-confidential materials and describe confidential areas without violating the agreement. This may be done by using vague statements such as "the cost of this process is not expected to significantly..." or by scaling or modifying information to mask specific values. However, students must be aware of scientific and ethical concerns regarding reporting deviations from fact and make clear through a disclaimer that confidential information excluded or altered does not affect the overall conclusion of the report. Because of the sensitivity of confidential information, the team should allow sufficient lead-time prior to a report so that both technical liaison and faculty advisor can approve the materials for presentation in an open environment.

Data and information which are already in the public domain are not protected by a NDA nor are data which the student has generated.

Adobe PDF file icon Example of what the Technology Transfer Office considers a fair NDA (PDF)

Intellectual Property Agreements (IPAs)

According to the U.S. Patent Law and Dartmouth College patent policy, the rights for any intellectual property that results from work done at Thayer School may be assignable to the student, the sponsoring company, the faculty advisor, or the Trustees of Dartmouth College. Intellectual property rights may also be jointly assigned, particularly if the innovation results from multiple sources—the students' insights, ideas from faculty advisors, advice from the technical liaison, or the use of Thayer School equipment and other facilities during the course of the project.

A potential sponsor who wants to retain all IP rights regardless of the source of innovation, should indicate this when submitting the problem to the CEDC. Such a restriction, however, may deter students from selecting the problem.

Team members who believe they are the sole generators or that their contribution to an innovation is significant should first discuss the issue with the technical liaison. They may also tap the expertise of their faculty advisor and the staff at Dartmouth's Technology Transfer Office.

Thayer School and faculty advisors do not typically share intellectual property rights on student projects for ENGS 89/90 or ENGG 390. The administration of Thayer School makes no legal claims to intellectual property produced through these projects.

Sample phrasing for IPAs:

"You agree to promptly disclose to us any inventions, improvements, or ideas made or conceived by you in connection with or during the performance of work for us under this agreement, and that all such inventions, improvements, and ideas shall be the property of Company X. You will, without expense to us other than reasonable payment for time involved and any actual expenses incurred, execute, acknowledge, and deliver to us all documents required by us to protect such inventions, improvements, or ideas in any Patent Office proceeding or litigation involving said inventions, improvements, or ideas."

"Recipient shall have no further obligation to enter into any further agreement with Company Y except as Recipient, in its sole judgment, may deem advisable. It is understood that no patent, copyright, trademark, or other proprietary right or license is granted by this Agreement."

Non-Compete Agreements (NCAs)

A non-compete agreement is a contract under which members of the student team agree to not pursue a similar profession or trade in competition against the project sponsor for a specified time period. Such an agreement would prevent, for example, any member of the student team, once the CEDC project is completed, to work for a competitor or to start a business that might compete with the CEDC associate.

Students are advised to NEVER sign non-compete agreements. If a potential sponsor requires a non-compete agreement, the proposed project will be automatically rejected.

Sample phrasing for an NCA:

"During the term of your assignment with Company X and for a period of one (1) year thereafter, you agree not to accept employment with or render any services as a consultant or otherwise, directly or indirectly, to any person or firm in connection with the development, manufacture, or sale of any product, process, or equipment relating to any confidential information which is disclosed to you or acquired by you during the course of doing work for us, without prior written consent of Company X."

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