A confidentiality agreement also called a nondisclosure agreement or NDA. It is a legally binding contract in which a person or business promises to treat specific information as a trade secret and promises not to disclose the secret to others without proper authorization.  Licensing is one of those terms that are used quite frequently and hold high importance. Licensing can be defined as a contract or agreement between two companies, where one company permits another company to manufacture its products under specified conditions and for a specified payment. Different types of licensing

1. Dr. Ambekar Abdul Wahid
M. Pharm, Ph. D
Department of Pharmaceutics
Dr. Vithalrao Vikhe Patil Foundation’s
College of Pharmacy
Vadgaon Gupta (Vilad Ghat) PO MIDC
Ahmednagar (MS), India
E-mail: wahidambekar@gmail.com
Technology Transfer Documents:
Confidentiality agreements,
Licensing, MoUs

2. 1. Confidentiality Agreement (NDA)
 A confidentiality agreement also called a nondisclosure
agreement or NDA.
 It is a legally binding contract in which a person
or business promises to treat specific information as a
trade secret and promises not to disclose the secret to
others without proper authorization.
 In the workplace, any individual who has access to
sensitive information (an employee or a contractor for a
firm) is often required to sign a confidentiality agreement
to guard against the disclosure of competitive information
that may harm the firm.

3.  The agreement is unilateral (one party signs), bilateral (both
sign), or multilateral if many parties will have access to sensitive
information.
 A confidentiality agreement is a legal contract or clause that is
used to protect the owner's proprietary or sensitive information
from disclosure by others.
 Confidentiality agreements such as non-disclosure agreements
(NDAs) are used to keep valuable ideas pertaining to new
businesses, inventions, intellectual property, or proprietary
processes from reaching the public or competitors.
 Confidentiality is also required when dealing with deals such as
mergers and acquisitions, which could lead to insider trading or
market manipulation if revealed before it is made public.

5. 2. Licensing
 Licensing is one of those terms that are used quite
frequently and hold high importance.
 Licensing can be defined as a contract or agreement
between two companies, where one company permits
another company to manufacture its products under
specified conditions and for a specified payment.
 Another definition of licensing can be stated as an
agreement or contract between two companies where
the owner of one company let the other company use its
property under pre-decided specific parameters.

6. Different types of licensing
1. Mass licensing for software:
 Mass licensing is a licensing that is used by individuals to
be able to apply for software on personal computers.
 A user can install the software on the number of devices
for which he has bought the license.
 For example: one is required to purchase the license to
be able to use its operating system, anti-virus etc.

7. 2. Patent:
 Patent licensing is a licensing that a licensor gives to the
licensee to grant permission to conduct patent activities.
 Several companies get patent their technology and other
products that they don’t want anyone else to use without
their consent.
 Patent licensing is one of the most expensive licensing.
 A licensee is required to pay a considerable amount of
money to obtain permission to be able to do business using
patent products, processes, or services.

8.  Licensing is an important phenomenon of technology
transfer that has gained momentum in pharmaceutical
industry by which pharmaceutical companies can
contribute to research and development.
 The three major types of intellectual property licensing
are:
i. Exclusive License:
 This type of license involves the exertion of intellectual
property rights of the licensor by the licensee to the
exclusion of all, including the licensor.
 Thus, only the licensee is authorized to use the intellectual
property.

9. ii. Sole License:
 In this license, while the licensee is permitted to use the
intellectual property, the licensor is also authorized to use the
property, however, such rights cannot be transferred to any
third party.
 Only the licensor and licensee may exercise these rights.
iii. Non-Exclusive License:
 This license allows for the licensee to exercise the rights as well
as the keeping open the scope for the licensor to exercise the
rights and licensing these rights to any other third party.
 Generally, licenses are a combination of these types such as
giving a license for intellectual property for exclusive rights only
in a particular geographic area.

10. 3. Brand and trademark:
 Brand and trademark licensing is a type of licensing in
which a licensor permits the licensee to distribute his
products using his brand name.
 This type of licensing depends on specific contractual
forms.
 For example, the brand and trademark licensing allow the
licensee to use it in specific geographical regions or for a
specified period.

11. The brand and trademark licensing are of two types.
• Type I: In the first type, the fee of the license is independent
of the sales and profits made by the licensee.
• Type II: In the second type, the fee of the license is
dependent on the sales and profit generated by the licensee.
That means the licensing fee will increase with the increase
in the profit.
• Note: A licensor can also grant permission to the licensee to
manufacture and distribute its products. This type of
licensing is called licensed production.

12. 4. Character and artwork:
 The character and artwork licensing are licensing that
created to permit people to use and copy the copyrighted
artwork and characters.
 For example, many famous cartoon characters like Mickey
Mouse, Tom and Jerry, and Scooby-Doo are all licensed
under character and artwork licensing.
 By acquiring character and artwork licensing, a person can
use characters and artwork with the fear
of copyright infringement.

13. 5. Vehicle licensing:
 Vehicle licensing is a licensing which is necessary to
acquire to drive certain types of vehicles in several
countries.
 That means if a person wants to drive a specific type of
vehicle, then he is required to have a particular kind of
license.
 For example, an average driving holder person can’t drive
heavy vehicles like trucks.

14. 6. Academia:
 Academia is a licensing that a person requires to become
eligible to teach in a university.
 For example, a person must have a doctorate in a subject
that he wishes to teach in a university.

15. 3. Memorandum of Understanding (MOU)
 A memorandum of understanding (MOU) is a document that
describes a formal agreement between two parties.
 It is not a legal agreement, but it does indicate the
establishment of a business relationship that will continue
and likely result in a legal agreement such as a contract.
 Often, MOUs are the first steps towards a legal contract.
 This is more quick/fast than other forms of documentation
and is used both by corporations (usually in high-stakes
business dealings such as mergers) and by international
agencies or nations (such as during treaty negotiations).

16. • All of the details that an MOU may include should state
or describe:
 Who the partners are and their contact information
 What they are going to be working on, the background of the project and
why the MOU is being entered into
 The scope of the document and who will use what the MOU provides
 Specified activities, if already determined.
 Implementation of activities
 Funding issues
 Each party’s roles and responsibilities
 A time line, if desired
 Duration of agreement
 A signature and date of signature by all the parties agreeing to the MOU

17. • https://www.youtube.com/watch?v=BpyaU7T
nFdE
• https://www.slideshare.net/SayehMajzoob/te
chnology-transfer-and-underlicense-
manufacturing-in-pharmaceutical-
industrysayeh-
majzoobcomplete15nov2016?qid=655f5bac-
306c-4a5b-80cb-
d023d3f45f57&v=&b=&from_search=10

18. • https://www.investopedia.com/terms/l/licensi
ng-agreement.asp
https://www.youtube.com/watch?v=-
7686MHovCY
https://www.marketing91.com/licensing/
https://www.investopedia.com/terms/l/licensi
ng-agreement.asp