For internal use only
This document clarifies the terms and conditions of the Master’s Project Agreement in industry (hereafter “PdME”).
This document is primarily intended for professors who plan to supervise a Master’s project (hereinafter referred to as “the academic supervisor”) and for section heads.
Answer: A professor planning to supervise a master’s project must contact the company before agreeing to the student’s participation.
The teacher must check with the company:
- the content of the Master’s project is in line with EPFL’s academic aspects of research and innovation (i.e. the subject of the project contributes to the advancement of science in the field) and
- confidentiality, intellectual property and handling of results are clear to all parties involved.
The professor has the right to refuse to follow a student’s master’s project if the conditions discussed with the company do not suit him or her, or if they do not comply with EPFL requirements.
Comment: The PdME agreement can only be signed if the project is fully compatible with other ongoing projects in the laboratory concerned.
Please note that if the Master’s project is linked to an existing research contract between the company and the laboratory, it is imperative to contact the TTO beforehand, to establish an intellectual property transfer contract between the student and EPFL instead.
Answer: The PdME Agreement is an optional document. The use of the PdME Agreement is recommended, as it is a standard model, validated by EPFL legal affairs. Since it is signed as is, it is quicker to put in place than any other contract requiring legal review and validation.
The PdME Agreement has been drafted in such a way as to protect the secrecy of confidential information belonging to the company, while specifying that the results of the work are free for use by the EPFL, the student and the company as long as no patents have been filed (or refused) and the work is not software.
The PdME Agreement can accessed securely by clicking on the following link:https://www.epfl.ch/education/teaching/agreements-for-masters-projects-pdm-outside-epfl/ .
Comment: It’s also important to make sure that this is a master’s project and not an internship. Unlike the PdME agreement, the internship agreement is compulsory.
The former involves academic supervision of a project on a subject related to innovation; the latter involves the practical application of studies in a more general context related to the various facets of the engineering profession. The internship is carried out under the supervision of the company.
Answer: Written agreements are strongly recommended to ensure that the terms of the agreement are explicitly set out in writing. Oral contracts are based on verbal agreements which are difficult to prove in the event of a dispute, due to the absence of material evidence.
It is advisable to sign the PdME Agreement, which settles all the essential issues between the company, EPFL and the student, including confidentiality and ownership of results.
Comment: It is in the academic supervisor’s interest to use the PdME Agreement model, as EPFL does not consider other types of contract in view of the ever-increasing number of PdMEs.
Every year, more than 1,500 internship and master’s project agreements are signed with private partners in Switzerland and around the world (mainly Europe). EPFL cannot negotiate and modify each individual case and enter into negotiations for each of the 1500 contracts.
EPFL policy is to sign only the model proposed below:https://www.epfl.ch/education/teaching/agreements-for-masters-projects-pdm-outside-epfl/ .
Answer: No, a confidentiality agreement (NDA) cannot replace the PdME Agreement, as it does not cover all the aspects covered by the PdME Agreement (academic supervision, results, publication, etc.).
Comment: A confidentiality agreement (NDA) only covers the confidentiality of information. In addition, the terms of the NDA may differ from our practice (e.g. limitation of the agreement to the EPFL laboratory concerned, “Confidential” marking on documents, written confirmation of the confidential nature of information disclosed orally, duration of protection, etc.) or be drafted in excessively broad terms that could hinder the Professor or EPFL for other research.
Answer: No , the PdME Agreement is the only model to use (if the PdME is not linked to an existing research project) because it is a standard model, validated by the EPFL and will be automatically validated if there are no changes. Implementation of the PdME Agreement will be much quicker than any other contract, which will require in-depth legal review and validation (often after a long negotiation phase), with no guarantee of acceptance
Comment: in the event of refusal by the company, the conditions of the company’s contract must correspond to those of the PdME Agreement. The possibility of entering into a contract with the company remains an exception which will only be granted after the exclusive application of the PdME Convention has been explained and negotiated by the Professor.
Answer: A professor has the right to refuse to follow a student’s master’s project if the conditions discussed with the company do not suit him/her or if they do not meet EPFL requirements.
The parties (company and student) can turn to internships, which have different conditions. The following link provides access to to the agreement, internship which is mandatory, unlike the PdME agreement: stages.epfl.ch.
Answer : Yes, only if the PdME Agreement is accepted unchanged. No, if it is a document proposed by the company.
Comment: Yes, if the PdME agreement was proposed and accepted before the start of the master’s project, the project is covered from the outset.
If the PdME agreement is accepted during the course of the master’s project, this is not ideal, but it can be accepted in order to retroactively protect the parties (EPFL, student, company) during the master’s project. However, if the PdME agreement has a retroactive effect, it must be ensured that the conditions of the PdME agreement (notably confidentiality) have been respected since the beginning of the master’s project.
Reviewing and negotiating a company contract is extremely time-consuming, with no guarantee of a final agreement in a very limited time frame. This is an situation extremely uncomfortable that generates tension and must be avoided at all costs. If no agreement is reached, the relationship between the teacher, the student and the company could be permanently damaged.
Answer: Only information belonging to company and designated as such should be handled confidentially by the student.
The student must therefore be particularly careful not to pass on confidential information belonging to the company to the Academic Supervisor without clearly indicating this. This applies not only to information designated in writing as confidential by the company, but also to information observed within the company, unless it is public knowledge.
Answer: Only information belonging to company and designated as such should be handled confidentially by the student.
The results a Master’s project are not confidential and can be used freely by EPFL, the company and the student, as long as no patents have been filed (or refused) and it is not software.
Confidentiality must remain an exception in the academic world, which by its very nature publishes results widely and freely. As the Master’s project is an academic project, it should not generate results that are confidential.
Comment: The company cannot require EPFL to keep all shared information confidential. Confidentiality is the sole responsibility of the student.
If Confidential Information is nonetheless retained in the Master’s thesis, the Academic Supervisor who does not have access to it will not be able to grade the student appropriately, or will lower the student’s grade in order to preserve fairness among all students.
Answer: No to both questions. Confidential information is protected and remains confidential . The results a master’s project are not confidential and can be used freely by the EPFL, the company and the student as long as no patents have been filed (or refused) and it is not software.
Comment: The results of the project cannot be confidential, even when they are based on confidential information provided by the company, because these results generated by the student can be superimposed on confidential information provided by the company, without deducing this confidential information. What’s more, these results can be formulated in terms of general knowledge and methodologies applicable to other contexts, without revealing company-specific confidential information.
Here is a more detailed explanation of the aspects to be considered:
- Academic nature of the project: Master’s projects have an academic dimension. They are often intended to be evaluated by teachers, published or shared in academic contexts (e.g. university libraries, thesis and dissertation databases). This sharing and dissemination dimension is crucial for academic validation and contribution to knowledge.
- EPFL agreement: An EPFL agreement is signed between the student, the company and the university. This agreement specifies what information is confidential and how it is to be handled. Project results, on the other hand, can be formulated in such a way as not to divulge confidential information specifically mentioned in the agreement.
- Aggregated and anonymized data : Project results can be presented in aggregated or anonymized form. For example, sensitive data can be transformed or masked to avoid the disclosure of company-specific information, while still allowing the presentation of general project conclusions.
- Publication of results: Publication of project results enables students to demonstrate their skills and contribute to the scientific or professional community.
- Balance between confidentiality and dissemination: Universities and companies need to strike a balance between protecting confidential information and the need to disseminate academic results. This may include mechanisms such as internal pre-publication reviews, removal of sensitive sections, or publications restricted to closed academic circles.
- Use of General Knowledge: Results can often be formulated in terms of general knowledge and methodologies applicable to other contexts without revealing company-specific information. For example, conclusions about the effectiveness of a method, technology or strategy can be useful to the academic or industrial community without disclosing internal details.
Answer: The master student remains the owner of his or her intellectual property rights and, as such, has the right to assign them. In the contract between the company and the student, the latter is free to assign his or her copyright on the software to the company.
Comment: Note that the code and software architecture are protected, but not the algorithms, concepts or ideas on which the software is based.
Answer: According to the PdME agreement, except for patented inventions and software, the intellectual property rights of the project results belong to the Master student, as he or she is not an EPFL employee.
The student agrees to transfer to the company all intellectual property rights to inventions patented by the company, as well as copyrights to software developed as part of the Master project. The company thus benefits from an exclusive right to the inventions protected by patent and the software created by or with the participation of the student.
As long as no patents have been applied for (or refused), and no software is involved, the company, the student and EPFL are free to use the results of the Master project, while ensuring that confidentiality obligations are respected.
EPFL recommends that the company appoint the student in accordance with the usual rules and apply any gratuities provided for in the company’s guidelines.
Comment: Contractually, intellectual property rights are modified by the PdME agreement, unless the student has signed an ad hoc agreement with the company that contravenes these conditions. This is obviously strongly discouraged.
Answer: Yes.
Comment: It should not contain any confidential information and should be downloadable on ISA as is.
Answer: Yes, it’s possible, but it must remain exceptional.
In exceptional cases, the Master thesis may be kept confidential:
- the presence of confidential information that cannot be removed from the master project;
- the inclusion of confidential information in the Master project dissertation, to enable a patent to be filed within a maximum of three months.
Comment: The master thesis should not confidential company information.
If the student falls into one of the above two situations, he/she must tick the “Confidential” box when uploading to ISA. The academic supervisor is automatically notified and must agree to the confidentiality request.
The agreement is given to the extent that (i) the Academic Supervisor has not deviated from EPFL rules and has not contractually agreed to the secrecy of certain confidential information of the company, and (ii) it is not necessary, with a view to filing a patent, to keep confidential parts of the Master thesis.
With the exceptions indicated above, the Academic Supervisor must require the student to remove the confidential parts of the dissertation before downloading.
If Confidential Information is nonetheless retained in the student’s thesis, the Academic Supervisor who does not have access to it will not be able to grade the student appropriately, or will lower his or her grade in order to preserve fairness among all students.