Status: 25.06.2014
Confidentiality and Intellectual Property Transfer Agreement
Between
Carl von Ossietzky University of Oldenburg, represented by the President,
Ammerländer Heerstr. 114-118, 26129 Oldenburg,
Responsible party: Faculty ..., Department/Institute ..., Prof ... (project leader)
- hereinafter referred to as the ‘university’-
and
Mr/Ms .............................................. (Name, Address),
- hereinafter referred to as the ‘involved party’
Preliminary note
The involved party is privy to confidential information within his/her role as a nonemployed participant (e.g. students, PhD candidates) in the activities of or participation
in the ...... project (hereinafter, ‘activities’ or ‘project’), which due to a confidentiality
agreement between the University of Oldenburg and ……….........................
(hereinafter, ‘project partner’) may not be disclosed.
In view of the fact that any form of damage caused to the university by violations of its
contractually binding confidentiality obligations by the involved party must be
prevented, the following Confidentiality and Material Transfer Agreement will be signed
by the university and the involved party.
I. Confidentiality
(1)
The involved party is legally obliged to treat all oral, written or other forms of
information received from permanent or occasional involvement in projects of
the university or project partners with the strictest confidentiality, including all
technical drawings and documents, materials, products, samples, specimens,
equipment, appliances, technical processes and other technical knowledge,
business and personal data, development, research, planning data and any
other information (hereinafter, ‘confidential subject matter’). The involved party
agrees to use them exclusively for their contractually intended purposes and to
take all necessary precautions to prevent their disclosure or accessibility to third
parties or other university staff who are not directly involved in the project. This
applies in particular to all experiments, experiment designs/plans and their
results. It also applies to all items covered by intellectual property rights and
other legal positions, in particular manuscripts, texts, technical designs,
photographs, films, videos, recordings, software, sound recordings, and all
similar rights and items. Confidential subject matter must be stored securely by
the parties at all times.
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Status: 25.06.2014
(2)
This obligation does not apply if and to the extent that the involved party proves
that the relevant information

had already become publicly known, or was generally accessible at the
time of its communication to the involved party, or was disclosed without
their involvement or knowledge,

was already known to the involved party upon signing this agreement, or
was lawfully disclosed at a later date by a third party without the
assistance of the involved party or the involved party being responsible.

was disclosed because of an official injunction or binding regulation,
provided that the university was informed in advance prior to its
disclosure,

was developed independently, without assistance from the involved
party,

was disclosed after having received written consent, or that the
confidentiality agreement was expressly waived by the university in
writing.
(3)
The involved party is forbidden to make copies or have copies made of any
information, or to save the information, or have it saved in any other way, unless
the activities within the scope of the project require this.
(4)
The involved party is legally obliged, at the request of the university and at any
time, to hand over all material information provided to them by the university,
including any copies, or, if so agreed, to destroy this upon completion of the
activities at the latest. All data generated and all copies thereof must be deleted
from all drives at the request of the university. Articles 1 and 2 apply to all work
and results generated within the framework of the aforementioned activities.
(5)
The involved party is aware that the violation of trade secrets is punishable in
line with the provisions of §§ 17, 18 UWG.
(6)
The confidentiality obligations under this agreement will apply for a period of
five (5) years, regardless of the duration of the collaboration between the
university and involved party. If the university’s confidentiality agreement is
extended with the relevant project partner, the confidentiality obligations of the
involved party will also be extended accordingly. The university will inform the
involved party in advance of any such extensions.
(7)
If the involved party violates this confidentiality obligation, the university will be
entitled to claim damages. If the university can prove that confidential items that
fall under the responsibility of the involved party have come into the hands of
third parties, negligent infringement of these confidentiality obligations will be
presumed, at the very least. The involved party is entitled to provide proof to the
contrary.
II. Transfer of rights
(1)
In cases where a transfer of all rights to the university of work and results
arising out of the aforementioned activities and completed by the involved party
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is not already covered by § 43 or 69 b UrhG, these rights will now be
transferred under this agreement.
(2)
If such a transfer of rights in line with Article 1 is not possible for legal reasons,
the involved party will grant the university the right to royalty-free and exclusive
use, without restrictions regarding time, place, or content, of the work and work
results within the context of the aforementioned activities. These user rights
extend to all known forms of use and also include, apart from the right to use,
copy, distribute and exhibit, the right to transfer and sub-license the work and
work results to third parties, to edit, modify and use all the potential results,
including for distribution and reproduction. The university is also entitled to use
the work and work results for commercial purposes. Furthermore, the involved
party grants the university the exclusive right, without restrictions regarding
time, place or content, to publicly reproduce the work or work results in
whatever form, including any edited or modified form.
(3)
Conversely, the university will grant the involved party the non-exclusive right to
use the work and work results he/she has generated in the context of the
aforementioned activities for purposes of teaching, research or for their
Bachelor’s, Master’s and/or PhD thesis. This will be subject to the contractual
restrictions of their permission to publish as set out in Section III, as well as the
contractual confidentiality obligations set out in Section I with respect to internal
university information. Further, the involved party may only use his/her research
results, inventions and copyrightable works within the context of research for or
with third parties with written consent from the university. The university
guarantees that such consent will not be unreasonably withheld.
(4)
If the involved party is a student or PhD candidate, then he/she will be given
appropriate remuneration in line with § 32 UrhG for the granting of user rights
as referred to in Article 2. Remuneration will be due only for specific acts of
exploitation by the university in external relations with third parties. If the
university uses an invention by the involved party, the involved party is entitled
to a remuneration of 30% of the revenue generated by its exploitation, in line
with § 42 Nr. 4 ArbEG. If multiple inventors were involved in the development of
the invention, the inventors are only entitled to their respective shares of the
30% revenue share.
III. Permission to publish
(1)
The involved party is legally obliged to refrain from publishing research results
during the research project without the written consent of the university, and to
refrain from otherwise disclosing research results – even in the pre-publication
phase – to third parties, unless the university intends to publish. The involved
party will provide the university with the manuscript intended for printing or oral
publication (hereinafter, the ‘publication’) at least sixty (60) days, or in urgent
cases at least thirty (30) days, prior to giving the manuscript to third parties or
presenting it for review. If, within forty-five (45) days, or fifteen (15) days in
urgent cases, of receipt of the manuscript, the university states that the
publication affects its confidentiality interests, both parties will endeavour to
establish agreement by modifying the manuscript. If the university fails to
respond within the forty-five (45) days, or in urgent cases, within fifteen (15)
days, permission to publish will be deemed to have been granted.
(2)
Regarding the planned publication of research results after the period of the
research project ends, permission from the university is no longer required.
However, the university may object to the publication of research results that
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the university views as copyrightable if publishing would affect a sensitive
copyright application already in the preparatory stages. The university will
withdraw its objection, however, once the copyright application has been filed.
This will occur no later than six (6) months after the research project ends.
IV. Partial nullity
If any provision of this agreement becomes invalid, this will not affect the validity of the
remaining provisions. The involved party and the university are legally obliged to
replace the invalid provision with a new, valid provision which best serves the intended
purpose.
Oldenburg, ................................
Oldenburg, .......................................
.........................................................
(On behalf of the university)
Project leader
.................................................................
(Involved party)
Oldenburg, ................................
.........................................................
(On behalf of the university)
President
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