How it works in Canada
Each Canadian university handles IP its own way. Some, such as the University of Waterloo, leave ownership with the creator in most cases; others claim ownership and license through a technology transfer office, such as UBC’s University-Industry Liaison Office or the University of Toronto’s Innovations and Partnerships Office. Spinouts license from the university in exchange for equity, royalties or both. Investors in a spinout will always ask for the licence and the university IP policy.
Research partnerships involve more parties. Industry partners co-fund projects through NSERC Alliance grants, Mitacs internships, CIHR partnership programs or provincial programs, and the agreements set rules on publication, IP ownership and licensing. Hospitals and research institutes may also hold rights. A shared room keeps project agreements, reports and invention disclosures available to the right people across institutions, and closes access when a student or partner leaves the project.
Research security now shapes access. Since May 1, 2024, the Policy on Sensitive Technology Research and Affiliations of Concern applies to grant applications to the federal granting councils and the Canada Foundation for Innovation. Researchers working on listed sensitive technology areas must attest they have no affiliation with named research organizations. Partnerships under some NSERC programs also follow the National Security Guidelines for Research Partnerships, which ask for a risk assessment of the partner.
Best data rooms for university research
Our five criteria, re-weighted for this use case, plus a small bonus for providers built around it.
- 1
Ellty ~C$211/mo 9.1 Visit Ellty - 2
iDeals Quote 8.7 - 3
Datasite Quote 8.6 - 4
Ansarada Quote 8.5 - 5
Intralinks Quote 8.5 - 6
Firmex Quote 8.4 - 7
Drooms Quote 8.3 - 8
SmartRoom Quote 8.3 - 9
Box ~C$21/user/mo 8.2 - 10
DealRoom Quote 8.1
What goes in the data room
- 01Invention disclosures
Disclosure forms, inventor lists, dates and funding sources for each technology.
- 02Non-confidential summaries
Marketing summaries for each technology, open to all invited partners.
- 03Patent filings
Applications and prosecution status, released to partners under confidentiality.
- 04Institutional IP policy
University IP policy, revenue sharing terms and any creator-ownership elections.
- 05Research agreements
Sponsored research, NSERC Alliance, Mitacs and CIHR partnership agreements with IP and publication terms.
- 06Research security
STRAC attestations, risk assessment forms and partner due diligence; limited to the research office.
- 07Spinout licensing
Term sheets, licence agreements, equity terms and milestone schedules.
- 08Project reports
Progress reports, deliverables and publication review requests.
- 09Data and materials
Data sharing and material transfer agreements, ethics approvals for human data.
- 10Export control and sanctions
Export permit assessments and screening of foreign partners.
Canadian rules that apply
Policy on Sensitive Technology Research and Affiliations of Concern
For grant applications advancing a listed sensitive technology research area, each named researcher must attest to having no affiliation with, or funding from, a named research organization. The policy applies to the granting councils and CFI from May 1, 2024.
National Security Guidelines for Research Partnerships
Federal guidelines ask researchers and partners to assess and mitigate national security risks in partnerships. For NSERC Alliance grants with private sector partners, applicants complete a risk assessment form. Partners should expect questions about ownership and foreign links.
Granting council and institutional IP terms
NSERC, CIHR and SSHRC set conditions on publication and IP in partnership programs, and each university’s IP policy sets ownership and revenue sharing. Mitacs projects follow their own IP terms agreed between the partner and the institution.
Features to insist on
| Data room | Activity log | Dynamic watermarks | Q&A module | Single sign-on |
|---|---|---|---|---|
| Yes | Yes | Yes | No | |
| Yes | Yes | Yes | Yes | |
| Yes | Yes | Yes | Yes | |
| Yes | Yes | Yes | Yes | |
| Yes | Yes | Yes | Yes | |
| Yes | Yes | Yes | No | |
| Yes | Yes | Yes | No | |
| Yes | Yes | Yes | No |
- Activity log. Per-user history of opens, prints and downloads with timestamps, which you can export for the closing binder.
- Dynamic watermarks. The reader's identity and the date are printed across every page, which discourages screenshots and identifies the source of a leak.
- Q&A module. Bidders post questions inside the room; counsel or the CFO drafts the reply, someone approves it, and every exchange stays on file.
- Single sign-on. Staff log in with the company directory (Okta, Microsoft Entra ID and similar) instead of a separate password.
How to set it up
- 1Separate public and confidential tiers
Put non-confidential technology summaries in an open tier that any invited company can read. Move patent filings, data and draft licences into a confidential tier opened only after a confidentiality agreement is signed.
- 2Screen partners before access
For sensitive technology areas, complete the partner risk assessment before granting confidential access. Record the outcome in the research security folder so the grant file and the access log match if an auditor asks.
- 3Use institutional sign-in
Connect the room to the university’s single sign-on for researchers and staff. Accounts end automatically when people leave, which matters for graduate students and postdocs who move on often to other labs or jobs.
- 4Track publication reviews
Use the Q&A or task feature to route draft papers to the partner for the agreed review period. Publication rights are a common source of disputes, and a dated record helps.
- 5Hand over to the spinout
When a spinout licenses a technology, copy the relevant folder into a deal room for its investors. Keep the university copy as the official record of what was disclosed and licensed.
Common mistakes
- Sharing patent drafts with a partner before a confidentiality agreement is signed.
- Granting access to researchers on sensitive projects without checking affiliations.
- Leaving former students with active accounts.
- Missing a funding source on the invention disclosure, which later conflicts with a licence.
FAQ
Who owns inventions made at a Canadian university?
It depends on the university policy and the agreements that funded the research. Some universities leave ownership with the creator, others own it and license through a tech transfer office. Partnership agreements and Mitacs or NSERC terms can change the default. Investors in a spinout will ask for the policy and the licence.
What is STRAC and does it affect industry partners?
STRAC is the federal Policy on Sensitive Technology Research and Affiliations of Concern, in effect since May 1, 2024. It requires researchers on grants advancing listed sensitive technologies to attest they have no ties to named research organizations. Industry partners face related questions under the national security guidelines for partnerships.
Why use a data room instead of shared drives?
University shared drives rarely give a per-document access log or easy external access with watermarks. A room lets the tech transfer office give partners and investors the right documents, confirm who opened them and close access when talks end. That record supports both licensing and research security reviews.