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Nondisclosure Agreements (NDAs),Ìýalso commonly referred to as Confidential Disclosure Agreements (CDAs) or Proprietary Information Agreements (PIAs),ÌýareÌýcontracts between at least two partiesÌýwhich outlineÌýthe proprietary or confidential information that the parties wish to exchange but want to restrict from wider use and dissemination.

NDAs are commonly executed when two parties are considering a potential relationshipÌýand need to understand one another's processes, methods, or technology solely for evaluating the potential relationship. Disclosure in NDAs may be unilateral (one-way), where only one party is disclosing confidential information, or bilateral/multilateral (two-way or multi-party), where all the parties involved may be disclosing confidential information.

NDAs are important because:

• They alert the receiving party to the confidentiality of the information shared and specify how the receiving party or parties will protect and use such information.
• They can be used as evidence in subsequent patent processing, such as to defeat an allegation that the invention is not novel because the inventor treated it as public information. This kind of allegation arises frequently from those contesting a potentially lucrative patent, so an NDA is more than a "mere formality."

How to Initiate a Nondisclosure Agreement

ÃÛÌÒ´«Ã½Æƽâ°æÏÂÔØ has two options for NDAs:

• Partially-Executed NDA/CDA for Unilateral Disclosure by External Entity

For unilateral disclosures (one-way) in which an external entity will disclose confidential information to ÃÛÌÒ´«Ã½Æƽâ°æÏÂÔØ personnel, ÃÛÌÒ´«Ã½Æƽâ°æÏÂÔØ Partially-Executed NDA/CDA may be used. The Partially-Executed NDA/CDA can be used immediately upon execution by the external entity, requiring no review or negotiation by ÃÛÌÒ´«Ã½Æƽâ°æÏÂÔØ. Click here for information on the Partially-Executed NDA/CDA.

Note: The Partially-Executed NDA/CDA does not cover ÃÛÌÒ´«Ã½Æƽâ°æÏÂÔØ personnel disclosing ÃÛÌÒ´«Ã½Æƽâ°æÏÂÔØ confidential information to an external party. ÃÛÌÒ´«Ã½Æƽâ°æÏÂÔØ confidential information includes only that information that has not been publicly disclosed via posters, presentations, journal articles, published patents, patent applications, etc. or that is not generally available to the public in some other capacity. See the second option to initiate an NDA if ÃÛÌÒ´«Ã½Æƽâ°æÏÂÔØ confidential information is to be disclosed.

Download Partially-Executed NDA/CDA Agreement

• For All Other Disclosures

Contract Officers in theÌýOffice of Contracts and Grants (OCG) are the authorized representatives on behalf of ÃÛÌÒ´«Ã½Æƽâ°æÏÂÔØ for negotiation and execution of NDAs.ÌýRequests may be initiated through the .ÌýNDA requests can take four to eight weeks for execution to allow for review and negotiation.

Once the NDA requestÌýis received, a Contract Officer will:

1. Review the request.
2. Ask the ÃÛÌÒ´«Ã½Æƽâ°æÏÂÔØ Principal Investigator (PI) any additional questions to ensure understanding of the necessity and needs of the contract.
3. Collaborate with other ÃÛÌÒ´«Ã½Æƽâ°æÏÂÔØ offices as necessary to ensure compliance with ÃÛÌÒ´«Ã½Æƽâ°æÏÂÔØÌýpolicies. These may include:
   • Venture Partners
   • University Counsel
   • The Office of Research Integrity
   • Environmental Health & Safety
   • The Office of Export Controls
4. Negotiate with the other party. The PI will be copied on all correspondence.
5. Coordinate execution once negotiations are final.

Please note:ÌýÃÛÌÒ´«Ã½Æƽâ°æÏÂÔØ PIsÌýcannot sign NDAs on behalf of the university. Contract Officers in OCG have the authority to sign NDAs on behalf of ÃÛÌÒ´«Ã½Æƽâ°æÏÂÔØ.Ìý

Additionally,ÌýÃÛÌÒ´«Ã½Æƽâ°æÏÂÔØ does not sign NDAs on behalf of unpaid students as part of their participation in capstone courses, such as senior and graduate design courses. ÃÛÌÒ´«Ã½Æƽâ°æÏÂÔØ advises external entities to not engage students in NDAs because ÃÛÌÒ´«Ã½Æƽâ°æÏÂÔØ has no recourse upon graduation.

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