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CEDC Legal Agreements

A CEDC sponsor and its student team may enter into certain legal agreements to protect the company's proprietary interests.

Under the spirit of free and open dissemination of knowledge, Dartmouth does not enter into any legal agreements with CEDC sponsors 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.

Typical Agreements

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'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 project to 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 lead 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 an NDA nor are data that the student has generated.

Intellectual Property Agreements
(IPAs)

According to the US Patent Law and Dartmouth College patent policy, the rights for any intellectual property that results from work done at Thayer 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 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 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 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 faculty advisors do not typically share intellectual property rights on student projects for ENGS 89/90. Thayer's administration makes no legal claims to intellectual property produced through these projects.

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 sponsor.

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.