Research and Technology Transfer | Office of General Counsel


Confidentiality Clause Checklist

for Sponsored Research Agreements and Clinical Trial Agreements

Use this Checklist to analyze a Sponsor-offered confidentiality clause, determine what problems, if any, the clause contains, and determine the editorial changes necessary to conform the clause to the requirements of the Regents’ Rules and Regulations related to Intellectual Property. Because no two deals are identical, the best language for one transaction may not be the same as that for another transaction. If in doubt, please contact the Office of General Counsel with any questions.


Please open or print the following sample clauses for this Checklist: Confidentiality Sample Clauses or Publication Sample Clauses.


Please check the boxes below if the answer to the question is YES.


1. Does Sponsor’s clause contain some but not all of the following six exclusions?

  • The information is not disclosed in writing or reduced to writing and so marked with an appropriate confidentiality legend within thirty (30) days of disclosure;
  • The information is already in the recipient party’s possession at the time of disclosure thereof;
  • The information is or later becomes part of the public domain through no fault of the recipient party;
  • The information is received from a third party having no obligations of confidentiality to the disclosing party;
  • The information was independently developed by the recipient party; or
  • The information is required by law or regulation to be disclosed.

Typically, a Sponsor-offered clause will only contain 2 or 3 exclusions, such as the exclusion regarding materials already in the public domain or materials received from a third party who has the right to disclose them.

2. Does Sponsor’s clause contain a time limit on UT’s obligation to maintain confidentiality?

3. Does Sponsor’s clause make the results confidential?

4. Does the clause require that UT obtain written agreement regarding confidentiality from UT’s investigators and/or others who may work on the study?


Please direct questions or comments regarding this page to BethLynn Maxwell.


Last Updated: September 26, 2011