ACME CORP and University of the New Brunswick (UNB) have entered into a confidentiality and property agreement that will serve to protect their interests as they engage in a collaborative project entitled “Liquefying Ken’s Awesomeness.” The interest of a person to take part in the ACME-UNB collaboration will see that he/she enjoys the following Responsibilities and limitations.
Part A: Question 1
Responsibilities: The first responsibility that the colleague will have is to deal with all the information pertaining to both ACME and UNB, whether confidential or not in accordance with the terms and conditions of the agreement. Additionally, the colleague will have to respect all the intellectual property and proprietary rights of ACME and UNB, and he/she will be held in trust by the two institutions.
Limitations: The colleague will be limited in terms of maintaining a policy of general liability insurance, as it will require that an amount of not less than one million dollars be set aside per occurrence from the time the agreement is signed until the time it is terminated or it expires. Second, the terms of the termination are a limiting factor because ACME has the right to terminate the agreement without liability as long as a one-month notice is provided, which seems to short.
Question Two: Legal and Ethical
According to section 4.0, the colleague will be liable for retributive damage or any other form of loss that will result due to the publication of the research paper because the colleague will have violated the rule stipulating that he/she await a reply from ACME. Moreover, if the publication leads to infringement of any intellectual property pertaining to ACME and/or UNB, he/she will be held accountable and will be fully liable for the consequences as pertains to section 4.3 B. The colleague will have failed to respect confidentiality and privacy of the other two parties through its publication in addition to not forgoing the publication for sake of the collaborative agreement that he/she is part.
Part 2:
Question one: The University is in collaboration with a client so that a monitoring and analysis notification system is designed, but the two parties may be having background intellectual property rights that need to be protected. Section 5 (a) of the agreement discusses of confidential information that can be shared to enable completion of the project which may include background IP, but as protection, such information may only be shared between the two parties and for the facilitation of the project only. The professor can take a few steps in protecting any background intellectual property by undertaking to define them so that they are identified clearly in order to avoid disagreements in the future. By defining the background IPs, the professor will have gotten rid of expertise that mostly gives the other party room to leave vague definitions and may result to disaster as the project progresses.
Question 2: One of the legal issues that the professor will face is the disclosure of any intellectual property rights of the completed project to the new party for the purposes of financial gain. The professor will need to avoid using any intellectual property that was created during the designing of the Monitoring & Analysis Notification System for the former client. However, the professor can go on to undertake this new contract, but he/she should be aware that no information pertaining to HyperSuperGlobalMegaNet Incorporated Springfield Company should be disclosed to the new client. Additionally, the already designed software shall not be used because it was rendered the property of the former client upon completion of the project.
