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Ravensbourne College of Design and Communication: Staff Intellectual
Property Policy and Guidelines

This policy applies to all College employees, academic and non-academic, including
fractional, sessional and visiting staff and temporary/casual employees. It also
applies to consultants and secondees from third party organisations unless specified
differently in the contract governing their appointment. A separate Guide is available
for students.

1. Background

1.1 This Guide embodies the College’s policy on intellectual property. It is in a

form intended to help staff identify and make the best use of the intellectual
product of their work at the College.

1.2 In brief, it is College policy to make all reasonable efforts to identify potential
practical applications arising from work at the College and to be business-like
in the process of protecting and exploiting (or not) intellectual property. It is
also College policy for the rewards of successful exploitation to be divided
between the College centrally, the host Faculty or Department and the
member(s) of staff involved.

1.3 Consultancy activity is not covered in this Guide: A separate Guide is

available (Ravensbourne College of Design and Communication: A Guide for
Consultancy Activity).

2. Definitions

2.1 Intellectual Property (IP) is the term given to describe the results, both
tangible and intangible, of intellectual activity in literary, artistic, industrial and
scientific fields..

2.2 Intellectual Property Rights (IPRs) are legal monopoly rights that exist to
provide the owner with a limited monopoly on exploitation of the work in which
the rights subsist.. Some IPRs subsist automatically on creation of the work,
and some require formal registration to achieve protection. The main forms of
protection can be summarised as:

- Copyright, including copyright in software and (Unregistered) Design

Right;
- Registered Designs;
- Trade Marks (both registered and unregistered), and:
- Patents for inventions.

Other intellectual property rights include trade secrets and common law rights
such as passing off. Whilst these rights are outside the scope of this
document, further advice and assistance can be had from the Enterprise and
Innovation Centre (E&IC).
2.3 Detailed information on the types of IPRs available can be found in Annex 1,
and further assistance and advice may be had from the E&IC..

3. Ownership

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3.1 Intellectual Property is like any other form of property in that it is a valuable
tangible asset that can be owned, traded, licensed or mortgaged. It is
therefore important to be clear about ownership.

3.2 Under the terms of the Patents Act 1977, the principle in UK law1 is that the
employer will normally own the intellectual property rights to any work
generated by the employee in the normal course of their employment.

3.3 In line with the above College policy is to claim ownership of all intellectual
property created by employees pursuant to their employment contracts with
the College. IP created during the course of an employee’s normal
employment belong to the College. Usually this work will have been created
using College resources and facilities during normal business hours, but the
scope of the rights owned by the college are not limited to this. In general
terms, any intellectual property created by an employee in the normal course
of their employment belongs to the College irrespective of whether the work
was created inside or outside of normal business hours or whether College
property and facilities were used in the creation of the work.

3.4 Examples of the intellectual property for which ownership is claimed are
shown below:

I. Works generated by computer hardware or software owned or

operated by the College;
II. Films, videos, multimedia works, typographical arrangements, design
notebooks and other similar works created by an employee pursuant
to their employment contract with the College;
III. Patentable and non-patentable inventions;
IV. Registered and unregistered designs;
V. Databases, computer software, firmware, courseware and related
material not within categories (I) to (IV) above, but only if they may
reasonably be considered to possess commercial potential (either in
monetary terms or as something which a competitor, for example
another College, may derive value (financial or otherwise) from);
VI. Books or other material to be published in an individual capacity.
However, the College will normally waive its rights if the material does
not form any part of a course or teaching materials for the College;
VII. Know-how and information associated with the above.

The College will not usually assert any claim to the ownership of copyright in
materials or papers prepared for non-commercial purposes.

3.5 The College is committed to the continued development of course materials

and modes of delivery which enable distributed and remote learning. College
policy is to retain ownership of IPRs in these materials and as such Staff who
create teaching materials, including e-learning materials, during the course of
their employment with the College are not entitled to any IPRs in the materials
they create (aside from moral rights). However, on application to the E&IC,
staff will in most instances be granted a non-exclusive, royalty free license to
use College IPRs in work of this type for non-commercial purposes. For the
avoidance of doubt, attending another educational establishment is

1
Patents Act 1977l Copyright, Designs and Patent Act 1988.

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considered to fall within the scope of “commercial activities” and as such the
use of College IPR for such activities will not normally be sanctioned.

3.6 Teaching materials, including e-learning materials, are normally protected

through copyright. As set out in 3.5 above, the College as the employer holds
the copyright in works produced by members of staff in the course of their
employment at Ravensbourne and therefore the College is the first owner of
IPR in these teaching materials. However, the College recognises that staff,
on taking up employment at Ravensbourne, may bring with them teaching
materials developed elsewhere and will expect to continue to use their
teaching materials if they leave to take up another post elsewhere. The
College does not lay claim to the copyright of teaching materials produced by
members of staff in any previous employment. Similarly, the default position is
that the College will grant a non-exclusive royalty free license to use materials
developed during the course of employment at Ravensbourne for non-
commercial teaching and research purposes. However, the College expects
to receive the full value from its investment in the development of teaching
materials in any case where commercial exploitation is possible and will
assert its right to copyright in such cases. The College, in consultation with
the relevant member(s) of staff, may exploit teaching materials as it sees fit,
including licensing or assigning IPR in the materials to third parties, or
merging materials with other materials created elsewhere in the College.
Should the exploitation of teaching materials prove profitable, the College
agrees that the Revenue Sharing Policy will be applied (see Section 6 below).
Upon leaving the employment at the College, former members of staff will not
be entitled to use any materials subsequently significantly updated by the
College except where the College has granted a license to do so. Equally, the
College will not be permitted to use any materials that a former staff member
creates in their new employment. The College may also withhold license to
use materials developed at Ravensbourne if these are to be used in direct
competition with College activities. A reasonableness test will apply in the
case of disagreements over this issue.

3.7 Staff should be aware that many commercial and educational establishments
seek to retain ownership and control exploitation of their IPRs, and hence
should ensure that they are free to continue to use any materials brought from
previous employment. The College does not sanction infringement of third-
party IPRs by employees, and it is entirely the responsibility of the employee
to ensure that they have or obtain the necessary written permissions to
continue using any previously created works in which IPRs might be owned
by another party.

3.8 Where work is supported by external bodies, the terms of the grant or
contract will normally prescribe terms as to ownership and exploitation of any
intellectual property arising from the work being undertaken and
arrangements for exploitation and revenue sharing. Members of staff are
responsible for ensuring that the College’s rights in relation to intellectual
property are preserved and must not bind the College into any contractual
arrangement with a third party without first seeking clearance from the E&IC .
The College will ensure the provision of support and advice on appropriate
contractual arrangements through the E&IC.

Students who are part of the registered taught student body at the College are not
employees and therefore the College does not automatically own intellectual property
generated by them during the course of their studies at the College. However, the

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College is committed to supporting students to maximise the value from any
intellectual property they create and students may be invited to assign their IP to the
College. In such cases, students will be treated on the same basis as members of
staff and will receive the same benefits as outlined in the revenue sharing policy set
out in Section 6 below. Further information on the College policy on intellectual
property generated by undergraduate students is set out in a separate guide
(Ravensbourne College of Design and Communication: Student Intellectual Property
Policy and Guidelines). For the avoidance of doubt, post-graduate students who
receive money from the College are considered, for the purposes of this policy
document, to be employees of the College and hence ownership of all IPRs in their
work is retained by the College.

4. Staff Responsibilities in Identifying and Evaluating Intellectual Property

4.1 Premature disclosure of work can prevent intellectual property protection and
invalidate a patentable invention. For example, a single non-confidential
disclosure of an invention before the filing date of a patent application can
permanently prevent the College (or another) from obtaining patent protection for
that invention. It is important, therefore that members of staff are careful to
ensure that any work they create is not disclosed to a third party before the E&IC
Team has been consulted. Staff must also undertake to keep records which can
be used to demonstrate when the work was created (e.g. log-books).

4.2 In order to take appropriate action to protect intellectual property, members of

staff should promptly report any work, including work created by their
students during the course of their studies at the College, with anticipated
potential for commercial exploitation. The steps to be taken to ensure work is
safeguarded and commercial potential is assessed are:

- The member of staff should promptly report any work with exploitation
potential to their Head of Faculty (or equivalent senior manager) and
the Head of Enterprise & Innovation. This must be done before any
public or non-confidential disclosure of the invention / idea is made
- A Commercial Opportunities Disclosure Form should be completed
- The College and staff / students concerned will be provided with the
opportunity to seek third party expert advice (where necessary under
the umbrella of a non-disclosure agreement), and must cooperate with
that expert in their evaluation of the work.

4.3 Annex 2 sets out the assessment framework the College will use to determine
whether a work is of commercial potential. If the initial assessment leads to a
recommendation to protect and exploit the work, the College, at its own
expense, will make arrangements with a Patent Agent or other professional
adviser as to the most appropriate method to specify and protect the
intellectual property. Initial protection provides a period of time in which the
statement of claim can be refined and exploitation possibilities explored. Staff
undertake to provide such assistance as may reasonably be requested to
ensure that IPRs in their work are properly identified, protected and exploited.

4.4 In cases where the College decides not to pursue protection or exploitation
within twelve months of the date on which the College is formally notified of
the existence (or potential existence) of a given work in which IPRs may
subsist, then the College shall give a declaration to the member(s) of staff
concerned that it relinquishes its rights in that work and the staff members
concerned shall be free to do with the work as they see fit.

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4.5 In cases where the exploitation potential arises from work supported by
external bodies, the terms of the grant or contract will most probably prescribe
the arrangements to be followed. However, the grant or contract holder is still
required to take the action described above so that the College can arrange
for any formal negotiations as may be required.

5. Commercial Exploitation

5.1 There are three main routes to the commercial exploitation of intellectual
property:

- A licensing agreement involving the granting of rights from one party

(“the licensor”) to another (“the licensee”). A licensing agreement
commonly controls the use (for copying, manufacture, sale etc) of an
intellectual property right (eg a patent, design right, copyright material
etc). It can be the most effective way of controlling intellectual property
and generating royalty income from use of that IP by industry.
Licensing agreements require considerable care in drafting and will
normally require the approval of the Commercial Enterprise and
Development Committee. Staff should beware of agreeing terms that
seek to bind the College when they are not in fact authorised to enter
into agreements for and on behalf of the College. Staff are
encouraged to approach the E&IC at an early stage so that
appropriate assistance can be provided by persons authorised to bind
the College contractually with a third party.
- Setting up a new company to develop and exploit intellectual property.
This direct method of exploitation requires more resources than
licensing but if successful, can bring substantial rewards. In most
instances it will be unlikely that the College will wish to set up a
company to market a new product unless a well researched business
plan shows that it is capable of making a reasonable profit annually
within the medium term. Spin-out companies require the approval of
the Commercial Enterprise and Development Committee.
- A collaboration agreement with an existing company that can take the
idea or product to market. This is where staff members work jointly
with a company to pursue a commercial development objective that is
mutually beneficial and jointly managed under a collaborative
agreement. This kind of arrangement can provide the basis of an
ongoing relationship between the College and a company and may
also be eligible for support from one of a number of funding schemes
designed to facilitate collaboration between companies and higher
education institutions (eg Knowledge Transfer Partnerships).
Collaboration agreements require considerable care in drafting and
will normally require the approval of the Commercial Enterprise and
Development Committee.

6. Revenue Sharing

6.1 The basis of exploiting any form of intellectual property is that the College
and the member(s) of staff involved will act in partnership and will jointly
seek to pursue the exploitation potential of the IP.

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6.2 Normally, exploitation arrangements will be agreed between the
member(s) of staff and the College (and any third party) and approved by
the Commercial Development and Enterprise Committee. Formal
agreements will set out the terms and conditions governing exploitation
and normally the apportionment of net income arising from exploitation
will be on the scale set out below.

6.3 Royalty revenue net of costs should be apportioned annually and in

calculating net income, the following shall be deducted:

I. VAT
II. Direct costs associated with seeking patent and other forms of IP
protection and legal expenses directly related to the exploitation of
the intellectual property;
III. Any other expenses directly related to the obtaining, maintaining
or exploitation of the IP or rights therein;
IV. Any payment due under a revenue sharing agreement with any
third party.

Total Net Revenue Staff member(s) Faculty/Dept College

Up to £2,500 100% nil nil
£2,501 to £35,000 70% 15% 15%
£35,001 to £75,000 50% 25% 25%
Over £75,000 33% 33% 33%

Worked example: If net income amounted to £70,000 an individual would be

entitled to (I) 100% of the first £2,500 (£2,500) plus (II) 70% of the amount
between £2,501 and £35,000 (70% of £32,499 = £22,749) and (III) 50% of the
amount between £35,001 and £70,000 (50% of £34,999 = £17,499). Total
due £42,478.

6.4 These thresholds may be varied where, for example, there has been
substantial financial support or infrastructure investment by the College or
depending on the extent of external support drawn upon.

6.5 Where there is more than one member of staff involved, the percentage
shown will be divided equally unless there is a written agreement to the
contrary between the members of staff and the College.

6.6 The equity share in any start-up/spin-out company will be negotiated on a

case by case basis and must be approved by the Commercial
Development and Enterprise Committee. The equity share will normally
be between 10% and 50% depending on the level of support offered
through the College and the use of its facilities. The College may also
seek an annual royalty, typically in the region of 5 to 10%, to cover
ongoing costs.

6.7 Investigations have shown that the College’s Revenue Sharing Scheme is
compares favourably with those of other Colleges and Universities.

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7. Accountability

7.1 The record of approved IP protection and exploitation arrangements will form
part of an annual report on knowledge transfer and commercial activities
made to the Commercial Development and Enterprise Committee and may be
used by the College as the basis of reporting on activity to third parties. In
entering into approved IP protection and exploitation activity, the member of
staff will be deemed to have given permission for such use of information held
on record.

7.2 Any misconduct or breach relating to this policy may lead to disciplinary
action. The College also reserves the right to seek legal redress, including
compensation, where failure to follow policy and procedures results in the
loss of monies or any other damage to the College.

8. Disputes
Disputes will be referred to the member of the Directorate with responsibility
for commercialisation and thereafter to the Commercial Development and
Enterprise Committee.

9. Further Guidance and Information

9.1 If a member of staff wishes to apply Creative Commons or Open Source

licences to their work the College may also support them in doing so, but only
once the Enterprise and Innovation Centre has indicated their approval of
this.

9.2 It is beyond the scope of this Guide to deal comprehensively and

definitively with all aspects of intellectual property. Sources of information are
set out in Annex 1 and further information and guidance is available from the
Head of Enterprise and Innovation.

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ANNEX 1

Intellectual Property Rights and Sources of Information

Intellectual property can be protected by one or more of the following

- Copyright and (Unregistered) Design Right

- Trade Marks
- Registered Designs
- Patents

Patents, registered designs and trade marks are registered rights and as such there
is an application procedure which must be followed in order to obtain the protection.
Copyright and unregistered design right on the other hand, are automatic rights and
come into being with the production of an original work without any formal application
or registration procedure.

Copyright

Copyright subsists in all original (i.e. not copied) literary, dramatic and artistic works
as well as in sound recordings, films and broadcasts. Copyright gives the owner the
right to control use of the original work (e.g. through copying, reproducing, adapting,
publishing, performing or broadcasting the work) or a substantial part thereof.
Copyright subsists automatically as from the date on which the work in question was
created, but as it does not need to be registered it can be important to be able to
prove the date on which a given copyright work was first created. You should
therefore always keep a note of who created the work and the date on which it was
created, and indicate on your work that it is subject to copyright. Copies of such
records may be logged with the Enterprise and Innovation Centre for your protection.
Advice can be provided by the Enterprise and innovation Centre (E&IC) as to
steps you can take to prove the date on which a given work was created, and the
form of notice that you should be applying to your work.

Unregistered Design Rights

Design right exists in the design of any aspect of the shape or configuration (internal
or external) of the whole or part of an article. Design Right can be thought of as a
form of copyright for industrial designs that are generally devoid of aesthetic appeal.
The design must be “original”, and this is defined as meaning that the design must
not be commonplace in the design field in question at the time of its creation. Design
right comes into existence automatically on the creation of design and as with
copyright, the important point to prove is the date on which the design was created.
Advice can be had from the E&IC as to how best to prove this date, and how to go
about marking your work to indicate that you claim ownership of rights in it.

Trade Marks

Trade Marks are defined as being any sign that is capable of being represented
graphically and which functions to distinguish the goods or services of one
organisation or individual from those of another. In other words, a Trade Mark can
be a word, a device, a logo, a combination of colours, a sound or even a smell –
virtually anything that can be represented graphically and which can be used to
distinguish the goods or services of one trader from another. Trade Marks are thus
potentially very important in relation to consumer products. Trade Marks can be

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registered but as the rights given by registration are considerable, there are quite
substantial limitations on the sort of marks that can be registered. This ensures that
undue restrictions are not placed on traders going about their legitimate business.

Registered trademarks are much more powerful than unregistered rights and you are
strongly advised to seek advice from the E&IC before you settle on a name for a
product or service (as it is better to choose a registrable mark than an unregistrable
mark). You should also consider infringement of existing marks before using any
mark that you have devised, and seek advice from the E&IC as to how best to
determine whether a given mark is in fact available for use.

Registered Designs

Registered Designs are formal rights for which you have to apply and pay fees. The
principal difference between registered and unregistered design rights is that to get a
registered design an application must be filed, and fees paid. Registered Designs
are a much more powerful right in that there is no need to prove that an “infringing”
design has been copied from your work. In general terms a design that can be
registered consists of some aspect of the appearance – i.e. the external form - of a
product or part of a product. It can be made up of lines, contours, colours, shapes,
textures and/or the material of a product. A “product” includes any industrial or craft
item, including packaging, graphic symbols (e.g. icons) and typefaces. Registered
Designs therefore, can include graphic design, product design and industrial design
irrespective of the manner (e.g. electronically or otherwise) in which those designs
are created.

Patents

A patent is a formal registered monopoly right that is intended to provide applicants

with a monopoly in exchange for a full disclosure of an invention (which disclosure
will contribute to the general sum of human knowledge in a way that keeping an
invention secret would not). When a UK patent is granted the owner of the patent
obtains an exclusive right to stop others from making, selling or using the invention in
the UK, or importing the invention into the UK. Patents can last for up to 20 years
(subject to the payment of annual renewal fees) and are territory specific. Patents,
like any other intellectual property right, can be bought or sold and can be licensed to
provide royalty income.

A key point to note is that a patent does not provide the patentee with the right to do
something. Rather, a patent provides the patentee with the exclusive right to stop
others from exploiting the patented invention.

Creative Commons

Creative Commons is an alternative, largely non-commercial option that provides free

tools which allow authors, scientists, artists and educators to easily mark their
creative work with the freedoms they want it to carry. You can use CC to change your
copyright terms from "All Rights Reserved" to "Some Rights Reserved". In general
terms, Creative Commons exists to define the spectrum of possibilities between full
copyright (all rights reserved) and the public domain (no rights reserved). CC
licenses help you keep your copyright while inviting certain uses of your work — a
“some rights reserved” copyright.

Once again, you should consider taking advice from the E&IC as Creative Commons
emanate from the USA and the agreements they rely on may not be enforceable in

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all jurisdictions. It is also the case that a properly drafted copyright licence may
provide a better balance between defining rights that are reserved and uses that are
allowed.

Useful Sources of Information

The initial point of contact in the College is the Head of Enterprise and Innovation.

You can get advice and assistance on all aspects of IP from the Enterprise and
Innovation Centre:

T 020 8289 4956 / 020 8289 4966

E chris.thompson@rave.ac.uk / l.anson@rave.ac.uk

Further information can also be found at:

http://www.patent.gov.uk
http://gb.espacenet.com
http://www.intellectual-property.gov.uk

For information on sources of funding, look at:

http://www.bvca.co.uk
http://www.nesta.org.uk
http://www.evca.com/
http://www.nvca.com/
http://www.nbia.org/
http://wwwventuresite.co.uk

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ANNEX 2

IP Reporting and Commercial Appraisal

Intellectual Property Disclosure Form

1. Project title and summary

Please describe your project in simple terms – eg, the product, service or technology
and the work that has led to its development.

2. Status
Please tell us if this work has been disclosed or made available to any person other
than employees of the College (eg at a conference, on the web or through
publication).

3. Background information
Please tell us about any existing competing products that you are aware of.

4. Commercial potential
Please tell us about the envisaged application of the product, service or technology
(eg what existing product/service/technology will you replace? What is the advantage
of your product over existing ones in the market place?)

5. List all College staff involved in the project.

6. List all College students involved in the project.

7. List all non-College personnel involved in the project

I confirm that the details provided in this form are accurate to the best of my knowledge.
I agree to comply with College policy and not to involve third parties without first having
sought permission from the E&IC to do so.

Signature: Print Name: Date:

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Intellectual Property Commercial Appraisal

In assessing commercial potential, the College will consider a range of factors,

including:

A. Uniqueness of the product, service or technology

B. Readiness
C. Market potential
D. Competitive edge
E. Customer behaviour
F. Commitment and experience of the team

A. Uniqueness of the product, service or technology:

- Has the novel or inventive feature been clearly identified? The more
that is known here, the easier it will be to establish if a patent or other
registered right is likely to apply.

B. Readiness:

- Has a prototype been tested or is the proposition still at concept

stage? The more development and testing work has been
undertaken, the lower the level of risk.

C. Market potential:

- How much is known about the target market? For example, what is
the size and value of the current market? Is the market new or
relatively mature? How easy will it be to break into the market?

D. Competitive edge:

- To what extent does the product / service / technology have

advantages over those currently available on the market?

E. Customer behaviour:

- How much is known about customer attitudes? For example, are

customers likely to be conservative, tending to stick with tried and
trusted methods, or do they tend to be innovative, willing to
experiment and try out new products?

F. Commitment and experience of the team:

- Does the team have previous experience of commercial exploitation?

What is the level of experience of bringing new products / services /
technologies to market? Is the team committed to seeing through
commercial exploitation?

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ANNEX 3

C ONFIDENTIALITY A GREEMENT

Signature Date: This Agreement is made on:_________________________________2007

Parties: The parties to this Agreement are:

2
_______________________ (‘the Disclosing Party’) a company
incorporated in England and Wales (company registration number
2
______________) / a citizen of the United Kingdom , whose principal place
3
of business is at ___________________ ; and
1
_____________________________ (‘the Receiving Party’) a company
incorporated in England and Wales (company registration
3
number____________) / a citizen of the United Kingdom , whose principal
4
place of business is at:__________________________________

Field and purpose: The Disclosing Party and the Receiving Party wish to enter into discussions
concerning the possible establishment of a business relationship to exploit
confidential information owned by the Disclosing Party. The Receiving
Party wishes to receive confidential information from the Disclosing Party
for the purpose of considering whether to enter into a further agreement with
the Disclosing Party (the ‘Permitted Purpose’).

NOW IT IS HEREBY AGREED AS FOLLOWS:

1. RECEIVING PARTY OBLIGATIONS

1.1. In consideration of the Disclosing Party providing Confidential Information, at its discretion, to
the Receiving Party, the Receiving Party shall:
1.1.1. Keep the Confidential Information secret and confidential;
1.1.2. Neither disclose nor permit the disclosure of any Confidential Information to any person,
except for disclosure to Authorised Persons in accordance with clause 3, or to a court or
other public body in accordance with clause 4;
1.1.3. Not use the Confidential Information for any purpose, whether commercial or non-
commercial, other than the Permitted Purpose; and
1.1.4. Take proper and all reasonable measures to ensure the confidentiality of the Confidential
Information.
2. INTERPRETATION
2.1. For the purposes of this Agreement, the following words shall have the following meanings:
2.1.1. ‘Information’ shall include information whether of a technical, commercial or any other
nature whatsoever provided directly or indirectly by the Disclosing Party to the
Receiving Party in oral or documentary form or by way of models, biological or
chemical materials or other tangible form or by demonstrations and whether before, on or
after the date of this Agreement.
2.1.2. ‘Confidential Information’ shall mean:
2.1.2.1. in respect of Information provided in documentary or by way of a model or in
other tangible form, Information which at the time of provision is marked or
otherwise designated to show expressly or by necessary implication that it is
imparted in confidence; and
2.1.2.2. in respect of Information that is imparted orally, any information that the
Disclosing Party informed the Receiving Part at the time of disclosure was
imparted in confidence; and
2.1.2.3. in respect of Confidential Information imparted orally, any note or record of the
disclosure; and
2.1.2.4. the fact that discussions are taking place between the Disclosing Party and the
Receiving Party.

2
Please insert company name (if the agreement is being signed on behalf of a company) or the full
name of the individual signing the agreement
3
Please delete as applicable
4
Please insert the full postal business address

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3. DISCLOSURE TO EMPLOYEES
3.1. The Receiving Party may disclose the Confidential Information only to those of its officers and
employees (together, ‘Authorised Persons’) who:
3.1.1. reasonably need to receive the Confidential Information to enable the Receiving Party to
achieve the Permitted Purpose;
3.1.2. have been informed by the Receiving Part (a) of the confidential nature of the Confidential
Information and (b) that the Disclosing Party provided the Confidential Information to
the Receiving Party subject to the provisions of a written confidentiality agreement;
3.2. The Receiving Party shall be responsible for taking reasonable action to ensure that its Authorised
Persons comply with the Receiving Party’s obligations under this Agreement and shall be liable
to the Disclosing Party for any breach of this Agreement by such Authorised Persons.
4. DISCLOSURE TO COURT
4.1. To the extent that the Receiving Party is required to disclose Confidential Information by order of
a court or other public body that has jurisdiction over the Receiving Party, it may do so. Before
making such a disclosure the Receiving Party shall, if the circumstances permit:
4.1.1. Inform the Disclosing Party of the proposed disclosure as soon as possible (and if
possible before the court or other public body orders the disclosure of the Confidential
Information);
4.1.2. Ask the court or other public body to treat the Confidential Information as confidential;
and
4.1.3. Permit the Disclosing Party to make representations to the court or other public body in
respect of the disclosure and/or confidential treatment of the Confidential Information.
5. EXCEPTIONS TO CONFIDENTIALITY OBLIGATIONS
5.1. The Receiving Party’s obligations under clause 1 shall not apply to Confidential Information
that:
5.1.1. the Receiving Party possessed before the Disclosing Party disclosed it to the Receiving
Party;
5.1.2. Is or becomes publicly known, other than as a result of breach of the terms of this
Agreement by the Receiving Party; or
5.1.3. the Receiving Party obtains from a third party, and the third party was not under any
obligation of confidentiality with respect to the Confidential Information.
6. RETURN OF INFORMATION AND SURVIVING OBLIGATIONS
6.1. Except as provided in clause 6.2 below, the Receiving Party shall (a) at the Disclosing Party’s
request, and also (b) upon any termination of this Agreement:
6.1.1. Return and provide to the Disclosing Party all documents and other materials that
contain any of the Confidential Information, including all copies made by Receiving
Party representatives;
6.1.2. Permanently delete all electronic copies of Confidential Information from the Receiving
Party’s computer systems; and
6.1.3. Provide to the Disclosing Party a certificate, signed by an officer of the Receiving Party,
confirming that the obligations referred to in clauses 6.1.1 and 6.1.2 have been met.
6.2. As an exception to its obligations under clause 6.1, the Receiving Party may retain one copy of
the Confidential Information, in paper form, in the Receiving Party’s legal files for the purpose of
ensuring compliance with the Receiving Party’s obligations under this Agreement.
6.3. Following the date of any termination of this Agreement, or any return of Confidential Information
to the Disclosing Party (‘Final Date’), the Receiving Party shall make no further use of the
Confidential Information.
6.4. Notwithstanding clause 6.3, the Receiving Party’s obligations under this Agreement shall
otherwise continue in force in respect of Confidential Information disclosed prior to the Final
Date, in each case for a period of 5 years from the signature date of this agreement.

The validity, construction and performance of this Agreement shall be governed by English law and
shall be subject to the exclusive jurisdiction of the courts of England and Wales, to which the parties
to this Agreement submit.

Agreed by the parties through their authorised signatories:

5
For and on behalf of For and on behalf of
The Receiving Party The Disclosing Party

5
Please delete if the disclosing party is not a company

Head of Enterprise and Innovation – September 2007 14

 AB-171006 AB07/01/08c
Ref MC/07/010

____________________________________________ ____________________________________________
Signed Signed

____________________________________________ ____________________________________________
Name Name

____________________________________________ ____________________________________________
Title Title

Head of Enterprise and Innovation – September 2007 15