This practice note provides a comparative overview of confidentiality obligations in employment contracts across the USA, Germany, England & Wales, and South Africa. It aims to clarify the legal bases, enforceability, and post-employment scope of confidentiality to assist employers and legal practitioners in managing sensitive information.
The practice note provides actionable best practices for organizations to effectively manage and protect confidential information under Non-Disclosure Agreements (NDAs), ensuring compliance and minimizing legal and reputational risks. It aims to empower both disclosing and receiving parties with strategies to safeguard sensitive data, adapt to evolving security challenges, and maintain trust in today’s dynamic business environment.
This practice note provides a high-level comparison of how universities typically manage intellectual property (IP) arising from contracted (sponsored) research in the United States, Germany, the United Kingdom, and South Africa. It summarizes the key legal frameworks and common policy positions on ownership, disclosure and protection, commercialization routes, revenue sharing with inventors, and publication and confidentiality controls—issues that frequently drive negotiation in research collaboration agreements.
This practice note explores the key obligations imposed on the receiving party under Non-Disclosure Agreements (NDAs) and the associated risks of breach. It offers practical guidance for managing confidentiality, especially in complex cross-border and hybrid technology contexts.
This practice note explores essential best practices for negotiating exceptions in non-disclosure agreements (NDAs), focusing on balancing legal precision with practical business needs. It provides actionable guidance tailored to various industries and cross-border contexts.
This practice note summarises how “research and experimental development” (R&D) is understood for purposes of South Africa’s Intellectual Property Rights from Publicly Financed Research and Development Act, 2008 (the IPR Act). It explains the role of the OECD Frascati Manual definition as reflected in National Intellectual Property Management Office (NIPMO) guidance, and highlights practical implications for classifying activities, drafting research agreements, and managing intellectual property (IP) arising from publicly financed R&D.
While confidential information and trade secrets are related, trade secrets are a legally protected subset requiring economic value and reasonable secrecy measures, with definitions and protections varying across the USA, EU, England and South Africa. Confidential information is typically governed by contract and is broader in scope, whereas trade secrets receive statutory or common law protection that can extend beyond contractual relationships.
This practice note explores how Non-Disclosure Agreements (NDAs) protect confidentiality but do not automatically determine ownership of derived information or inventions. It highlights key jurisdictional differences across the USA, EU (including England and Wales), and South Africa, emphasizing the importance of explicit contractual clauses to clarify ownership.
This practice note outlines practical issues and negotiating positions when agreeing publication protocols with South African universities, including review periods, confidentiality safeguards, IP protection, student theses, and open access/data-sharing obligations.
This practice note examines the legal and commercial issues that arise when foreground intellectual property created under an R&D contract is jointly owned. It focuses on jurisdictional and IP-type differences, licensing and enforcement challenges, operational considerations, and the drafting approaches parties can use to manage those risks.
This practice note outlines the best practices for handling affiliate disclosures within Non-Disclosure Agreements (NDAs). It aims to provide clear guidance on how to include affiliates in NDAs effectively while balancing enforceability and practicality.
This practice note explains the best practices for defining authorized recipients under Non-Disclosure Agreements (NDAs) and the obligations the receiving party must uphold to maintain confidentiality. It aims to clarify whether employees must sign separate NDAs for each agreement and how confidentiality obligations are typically managed.
This practice note explores whether confidentiality obligations are best handled through clauses in a commercial agreement or via a separate non-disclosure agreement (NDA). It outlines the advantages, disadvantages, and best practice guidance for both approaches, with practical tips for cross border and technology licensing contexts.
This practice note explores the critical distinctions between disclosed and derived confidential information in university–industry collaborations, particularly in the context of student dissertations and publications. It provides practical frameworks and safeguards to help balance academic freedom with industry confidentiality.
This practice note explores the concept of residuals clauses in Non-Disclosure Agreements (NDAs), focusing on their definition, legal implications, and treatment across different jurisdictions. It highlights the balance between protecting confidential information and recognizing the natural retention of knowledge by receiving parties.
This practice note explores the legal and compliance risks associated with sharing technical information or technology with sanctioned entities, even under Non-Disclosure Agreements (NDAs). It outlines key risks, practical mitigation strategies, and the importance of sanctions compliance in contractual relationships.
This practice note summarises the main intellectual property (IP) management pathways for IP arising from publicly financed research and development under South Africa’s Intellectual Property Rights from Publicly Financed Research and Development Act, 2008 (Act 51 of 2008) (the IPR Act). It is intended for research managers, Technology Transfer Offices (TTOs), researchers, and contracting partners, and highlights typical ownership, licensing, assignment and benefit-sharing options, together with practical selection considerations and the role of the National Intellectual Property Management Office (NIPMO).
This practice note outlines essential best practices for managing third-party disclosures under Non-Disclosure Agreements (NDAs), focusing on the responsibilities of both disclosing and receiving parties. It highlights key safeguards, approval processes, and risk mitigation strategies to ensure confidentiality and compliance.
This practice note explores the legal landscape surrounding reverse engineering and its treatment within Non-Disclosure Agreements (NDAs). It highlights the tension between protecting trade secrets and the lawful rights to reverse engineer for innovation and interoperability.
This practice note provides guidance on choosing between exclusive and non-exclusive licensing models for intellectual property, with a focus on strategic decision-making in research and technology-driven institutions. It outlines the key factors, risks, and regulatory considerations that influence licensing strategies to maximize both commercial value and public benefit.
This practice note explores how Samples Evaluation Agreements (SEAs) can effectively protect proprietary know-how while allowing limited testing. It outlines best contractual practices, operational safeguards, and compliance measures to prevent misuse or reverse engineering of confidential samples.
This practice note provides a high-level comparison between Service Agreements and R&D Agreements, focusing on their distinct characteristics and implications in business contexts. It aims to clarify the scope of these agreements by highlighting key differences in quality standards, deliverables, risk management, and contractual consequences, while recognising that the precise position will depend on the terms of the agreement and the applicable legal framework.
A Non-Disclosure Agreement (NDA) is a legal contract designed to protect sensitive business information by restricting disclosure between parties. This practice note explores how NDAs interact with modern data protection laws, specifically the EU’s GDPR and South Africa’s POPIA, highlighting areas of compliance and conflict.
This practice note explores the role of affiliates in Non-Disclosure Agreements (NDAs), focusing on the conditions under which affiliates can endorse or accede to such agreements. It highlights key considerations, risks, and best practices to ensure effective protection of confidential information.
This practice note explains how to properly destroy confidential information held in electronic form in order to comply with Non-Disclosure Agreement obligations. It outlines defensible technical and procedural methods to ensure that all electronic copies—across devices, systems, backups, and third parties—are rendered permanently inaccessible.
This practice note explains why R&D pooling remains strategically important in modern industries. It outlines the core benefits of collaborative innovation, highlights governance and competition risks, and uses both historical and contemporary examples to show how pooling can improve resilience, accelerate development, and support innovation in high-cost, high-complexity sectors.
This practice note explores the differences between mutual and one-way Non-Disclosure Agreements (NDAs), focusing on their roles in negotiating fairness in business deals. It provides insights into when each type is appropriate and highlights key considerations for balancing obligations and risks.
This practice note explores the critical steps inventors should take to protect their inventions before filing a patent, focusing on confidentiality strategies such as Non-Disclosure Agreements (NDAs), trade secrets, and the risks of premature disclosure. It highlights best practices and compares different protection methods to help inventors navigate the delicate balance between secrecy and disclosure.
This practice note outlines key best practices for managing research collaboration requests between industry and academic institutions, focusing on governance, intellectual property, compliance, and strategic alignment. It provides a structured framework and practical tools to help industry partners engage effectively while protecting their business interests.
This practice note explores the key differences in patent secrecy and publication rules across the United States, Europe, China, the United Kingdom, and South Africa. It highlights the implications for inventors seeking to protect their innovations globally.
This practice note explores the key models of exclusivity arrangements between universities and industry partners, focusing on how these agreements balance research freedom with commercial exclusivity. It outlines common types of exclusivity clauses and the negotiation dynamics that shape these collaborations.
This practice note explores the key signs, detection methods, legal considerations, risks, and actionable steps organizations can take to identify and manage breaches of Non-Disclosure Agreements (NDAs). It provides a comprehensive overview of both technical and legal approaches to safeguarding confidential information.
This practice note provides a high-level, comparative overview of civil remedies available to owners of confidential information and trade secrets where the information is misused. It contrasts (i) misuse following disclosure under a non-disclosure agreement (NDA) and (ii) non-contractual misappropriation, across selected jurisdictions (US, UK, EU, South Africa, Germany, Switzerland, and China). The note is intended as a practical starting point for issue-spotting and does not replace jurisdiction-specific advice or a review of the governing contract.
This practice note provides an overview of South Africa’s Intellectual Property Rights from Publicly Financed Research and Development Act 51 of 2008 (IPR Act) and the supporting regulations administered by the National Intellectual Property Management Office (NIPMO). It highlights core ownership and disclosure principles for publicly financed R&D, key commercialisation controls (including when NIPMO approval is required for certain transactions), and how the framework aligns with international IP conventions such as TRIPS and the Berne Convention.
This practice note provides a comparative overview of how damages for breach of confidentiality are assessed across different jurisdictions, focusing on common law and civil law approaches. It highlights key principles, quantification methods, and risks involved in cross-border confidentiality disputes.
This practice note focuses on how South Africa can improve the transfer of publicly financed research into practical, commercial, and public-interest outcomes. It compares international technology transfer models with South Africa’s IPR-PFRD framework and identifies institutional steps needed to strengthen implementation, researcher incentives, public-interest safeguards, and innovation impact.
This practice note summarises the remedies a disclosing party may pursue when confidential information is improperly used or disclosed by a third-party recipient. It distinguishes between (i) direct contractual claims where the third party is bound by a flow-down or “mirror” NDA and (ii) non-contractual claims (where available) such as breach of confidence or trade secret / unlawful competition–type causes of action, noting that options vary by jurisdiction.
This practice note outlines the scope of Material Transfer Agreements (MTAs) as foundational tools that facilitate initial exchanges of research materials between universities and industry, setting the stage for broader collaborative partnerships. It highlights how MTAs serve not only as legal instruments but also as strategic gateways to deeper research engagements.
This practice note outlines the key legal and regulatory frameworks governing collaborations between universities and multinational firms, focusing on cross-border technology transfer and joint research. It aims to provide a concise overview of the scope of partnership models and compliance considerations.
This practice note explains the distinction between the term of a Non-Disclosure Agreement (NDA) and the survival of confidentiality obligations after the agreement ends. It covers the importance of clear drafting and practical considerations for managing NDA durations.
This practice note provides practical guidance on benefit-sharing mechanisms for inventors (also referred to in legislation as “intellectual property creators”) in the South African research and innovation environment. It explains the legal baseline for benefit-sharing where intellectual property arises from publicly financed research and development, highlights the role of institutional intellectual property (IP) policies and technology transfer offices, and sets out good-practice approaches to calculating, reporting, and distributing commercialisation income.
This practice note outlines the key inventorship, ownership, and collaboration risks that can arise when provisional patent applications are filed in the context of university–industry collaborations. It focuses on how early filing decisions, contribution tracking, contractual allocation of rights, and cross-border considerations may affect later patent prosecution, commercialization strategy, and dispute exposure.
This practice note focuses on how third-party rights operate in non-disclosure agreements across key jurisdictions and why that issue matters in cross-border drafting. It highlights the legal and practical consequences of excluding or conferring enforcement rights on non-signatories, with an emphasis on drafting control, risk allocation, and governing law alignment.
This practice note explores the legal and strategic considerations involved in forming and managing R&D patent pools. It highlights the balance between fostering innovation through collaboration and navigating complex intellectual property and antitrust laws.
This practice note explains the key best practices for handling confidential information after an NDA expires or the purpose of disclosure is fulfilled. It aims to guide organizations in maintaining legal compliance and protecting sensitive data beyond the active term of the agreement.
This practice note outlines the scope of R&D pooling as a collaborative approach to accelerate sustainable innovation by sharing resources, knowledge, and risks among diverse stakeholders. It highlights the role of collective efforts in addressing global sustainability challenges through joint research and development initiatives.
The practice note explains how both RFQ issuers and bidders must carefully manage confidential information in the bidding process, using tools like NDAs, confidentiality notices, and internal controls to protect sensitive data and comply with South African legal requirements. It outlines multiple scenarios for issuers—including whether to disclose or receive confidential information—and emphasizes the importance of clear communication and contractual measures to mitigate risks in both public and private sector tenders.
This practice note outlines the scope of fixed and indexed cost-sharing models used in research consortia to balance budget certainty and cost alignment among industry sponsors and research institutions. It provides a comparative overview and practical drafting considerations to guide sustainable and fair consortium agreements.
This practice note explores the practical and strategic implications of Non-Disclosure Agreements (NDAs) when dealing with government institutions, highlighting their limitations and potential value. It provides key considerations, risks, and recommendations tailored to cross-border contracts and technology collaborations.
This practice note outlines the scope of government incentives designed to foster collaboration between universities and industry, focusing on funding, policy tools, and partnership dynamics. It highlights how these incentives catalyze innovation while addressing potential risks and practical considerations.
This practice note explores the challenges of enforcing Non-Disclosure Agreements (NDAs) across different legal jurisdictions. It highlights the complexities and practical considerations involved in protecting confidential information in cross-border deals.
This practice note explores the scope of R&D pooling, focusing on how collaboration among competitors reshapes market dynamics by sharing resources, risks, and innovation outcomes. It highlights the economic rationale, market impacts, and risks versus benefits of such cooperative strategies.
This practice note explores the strategic use of neutral third-party experts in confidential disclosures, highlighting when their involvement is preferable, the benefits they bring, and the necessary contractual arrangements. It provides practical insights for structuring trust and risk allocation in complex negotiations and compliance processes.
This practice note explores the complex landscape of intellectual property (IP) negotiation within South African research collaborations, focusing on situations where the research is primarily performed by an employee of the industry partner who is also enrolled as a postgraduate student at a university. The research involves the use of industry partner background information, creating unique challenges for IP ownership and licensing under the South African IPR Act.
This practice note focuses on the strategic use of provisional patent applications to secure early protection and support innovation-driven business development. It highlights key benefits, common risks, and practical guidance to optimize provisional filings for startups and technology transfer offices.
This practice note focuses on the enforceability of retroactive non-disclosure agreements (NDAs) across different jurisdictions and offers practical drafting strategies and risk considerations. It aims to equip practitioners with a clear understanding of when and how confidentiality obligations can be imposed after information has already been disclosed.
This note focuses on the complex interface between civilian and military applications of dual-use technologies, highlighting regulatory and governance challenges. It provides a structured overview to assist stakeholders in navigating compliance and strategic considerations.
This practice note offers practical guidance for structuring Non-Disclosure Agreements (NDAs) in university collaborations. It highlights ways for industry partners and universities to protect confidential information while supporting academic publication, student progression, and responsible research activity.
This note focuses on the importance of valuing serendipitous research discoveries and practical approaches to quantify their impact. It provides governance tools and metrics to help collaborative partners fairly assess and leverage unexpected findings.
This practice note focuses on essential knowledge security principles tailored for R&D leaders, highlighting key risks and protective measures. It provides a practical framework to safeguard intellectual property, data, and collaboration in innovation-driven environments.
Employee ring-fencing, or establishing “Chinese walls,” is essential for protecting sensitive information, maintaining compliance, and preserving licensor trust in organizations with multiple projects or clients. Effective ring-fencing requires clear policies, technological enforcement, and ongoing training to prevent breaches, legal violations, and reputational damage.
This practice note outlines the ethical challenges and governance frameworks surrounding dual-use research, which involves scientific work that can be used for both beneficial and harmful purposes. It aims to provide guidance for responsible innovation balancing scientific progress with security concerns.
This practice note outlines the scope of cross-border research and development collaborations, focusing on jurisdictional approaches to knowledge security and intellectual property protection. It highlights key regulatory frameworks and strategic trends across major global regions (EU, US, South Africa, and BRICS Frameworks).