This chapter provides a set of guidelines to assist information systems researchers in creating, negotiating, and reviewing nondisclosure agreements, in consultation with appropriate legal counsel. It also reviews the use of nondisclosure agreements in academic research environments from multiple points of view, including the perspectives of both public and private sectors. Active academic researchers, industry practitioners, and corporate legal counsel all provided input into the compiled guidelines. An annotated bibliography and links are provided for further review.
These guidelines were developed as the result of a research project to seek out information about academic NDAs. The research was conducted as an e-mail-based survey, using open-ended questions. A request for suggested guidelines went to the ISWorld distribution list, an e-mail distribution delivered to a global community of Information Science (IS) researchers, students, and faculty members. The request was not country-specific, nor specific to any particular segment of IS.
The 11 contributors, including 10 in academia, were self-selected and responded to the initial request. Of those 10, at least 2 had some industry experience as well; 1 contributor is a corporate legal counsel who provided significant reviews and provided guidance both from the corporate perspective and what academics should consider.
Of the 11 contributors, 9 were based in the United States, 1 in the United Kingdom, and 1 in Canada. Of the 10 in academia, 8 were faculty members, and 2 were students.
This research is exploratory in nature, and is not intended as an exhaustive guide to the topic. The chapter focuses primarily on United States legal definitions and practices, but we anticipate that many of the guidelines and principles may apply in other jurisdictions.
Different research methods may, of course, have different impacts on the need for nondisclosure agreements. The key question, of course, is whether your research will either expose you to intellectual property that needs to be protected, or will create intellectual property that needs to be protected. Comments on key methods used in most recent IS research (Chen & Hirschheim, 2004) follow. In all cases, if new intellectual property is to be created by the research and needs to be protected from disclosure, a nondisclosure agreement is an appropriate consideration.