Template non-disclosure agreement developed to promote UK-China technology licensing and research collaboration

A template non-disclosure agreement (NDA) has been developed by UK agencies in a bid to encourage businesses and universities in the country to collaborate with organisations in China on research projects and over the licensing of technology.

The NDA, drafted in both English and Mandarin, is intended to facilitate the sharing of confidential information and intellectual property between prospective partners in the UK and China, and can be adapted to suit the needs of individual organisations, according to the UK's Intellectual Property Office (IPO). 

The IPO developed the NDA in conjunction with the Beijing-based UK Intellectual Property Attaché to China and UK Science and Innovation Network in China. 

"The NDA helps create a legal framework for the sharing of confidential ideas and intellectual property as part of the process of negotiating an appropriate agreement for a project," according to an explanatory note (2-page / 85KB PDF) published by the IPO.
"Possible applications of the NDA include early-stage meetings when forming a consortium to bid for joint research funding, negotiating a formal consortium agreement or negotiating a technology transfer or license agreement," it said. 

Tim Moss, the chief executive of the IPO, said the template NDA provides "equal protection to all parties, whether from the UK or China and provides legal certainty so partners can engage with confidence". 

Organisations seeking to finalise an NDA will be able to select from one of two dispute resolution clauses that have been drafted, the IPO said. One clause envisages disputes being settled via the Chinese courts without arbitration, and the other envisages dispute resolution via arbitration proceedings. 

Intellectual property disputes expert Iain Connor of Pinsent Masons, the law firm behind Out-Law.com, said: "The issue for companies deciding if it would be a good idea to use the NDA will depend on whether they have sufficient bargaining position to have a dispute decided by the UK court. Companies will be wary of having to litigate in China despite China’s relatively good record supporting foreign parties in its court. Therefore, despite the good intentions behind the initiative, the bigger players will almost certainly adopt bespoke solutions."