Contracts & confidentiality agreements
A Non-Disclosure Agreement or an Internship Agreement can be agreed upon between the company and the student or between the company, the student and TU Delft.
In case TU Delft is also a party to the agreement, only TU Delft’s authorised representatives are allowed to sign such agreements. In most cases this will be the dean of the faculty. TU examiners are not TU Delft authorised representatives and therefore not allowed to sign any contracts for TU Delft.
It’s TU Delft’s policy not to sign any contracts containing penalty clauses. The same advice is given to our students (see Contract and NDA guidelines for our students). TU Delft puts more faith in values like responsibility, integrity and trust than in the threat of penalties.
If a company asks for confidentiality, the University will respect this confidentiality; we are well accustomed to treating not only our own research but also that of our industrial partners with the necessary care and caution.
When requiring students (and the TU Delft) to sign confidentiality obligations, we ask you to clearly indicate to them which information is confidential and which is not, and also how long the confidentiality obligations last. Therefore any information, intellectual property or samples which are disclosed to the student during and for purpose of the internship should be clearly marked or otherwise identified as “Confidential” or “Proprietary Information”.
When the nature of the project requires, you may also want (all or part of) the information and intellectual property the student generates during the internship (including the internship report(s)) to be treated as company confidential or proprietary information. This should be communicated clearly to the student and to the TU Delft examiner. For this reason a company has the right to censor the internship report(s) and request the deletion of its confidential and proprietary information as long as the report maintains an overview of the proceedings of the project.
However, it is important to realize that the TU Delft examiner still has to be able to evaluate the internship on the basis of the report. Without a report, the student will not receive a mark. The Internship Office stores all reports in a secure place and will not make them publicly available.
Should this happen, the internship provider should communicate clearly to the student and to the TU Delft if the final and already censored internship report should still be treated confidentially or not.
The obligation to keep the company’s confidential or proprietary information confidential should also be limited in time. A limited duration of 3 or 5 years after the end of the internship is perceived as reasonable.
In addition and if desired, an additional written statement signed by the Dean, confirming that the Faculty of Applied Sciences will observe confidentiality with regard to the project and the report can be made.
Ownership in any information, results or intellectual property that a student generates is directly transferred to the internship provider. The student is entitled to own any copyright protected report(s) it creates. The company is entitled to a royalty free license to copy and/or to publish the report(s) or parts of it.
In case a student (co-)invents a possible patentable invention, it is reasonable if he/she is named as (co-)inventor on any resulting patent application or patent.
The company cannot evade legal liability by transferring it to the student or to the university.
The party on whose premises work is carried out (Section 7:658(4) of the Netherlands Civil Code) not only directs the work but also determines the conditions under which it is carried out. This means that, by operation of law, it is there that the responsibility and therefore the liability ultimately rests. TU Delft or the student cannot take on this liability (as it goes beyond statutory provisions).
In case a company uses or applies any result obtained from an internship or if a company lets a third party use or exploit such result, the company shall indemnify the student and the TU Delft against claims from third parties due to any damage arising from the use or exploitation of such results by or through the company.