The purpose of a Non-Disclosure Agreement (NDA) is to keep information shared between two or more parties confidential (a.k.a., confidentiality agreement).  With an NDA, the parties agree to not divulge information that is covered in the agreement, thus protecting any confidential or proprietary information shared between the parties.

NDAs are commonly used when two or more parties (e.g., companies, individuals, institutions of higher education, or other entities) are in the initial stages of doing business together.  Information protected by an NDA might include a new product or software that is being developed, a unique lab or manufacturing process, data results, client information, and so on.  Using an NDA means that your confidential information or potential new discovery isn’t leaked or stolen.  It’s a legally binding contract, which if broken, means you can seek legal recourse.

Regardless of the reason for the NDA, most NDAs have the following components:

• The term of the agreement
• Definitions and exclusions of confidential information
• Obligations from all involved people or parties
• Identification of the parties
• Time periods

Below is a case study regarding the need for a nondisclosure agreement.

Superman, Meet Lois Lane

Dr. Kent has worked the past 15 years in bionic engineering and is on the verge of a breakthrough in his research on bioengineered blood vessels.  Before going public, he wants to consult with Dr. Lane, a specialist in medical ethics, to gauge potential conflicts between the research community, medical community, and the general public.  Dr. Kent’s departmental research administrator (DRA) suggests he talk with the Office of Sponsored Programs about putting a NDA in place prior to talking with Dr. Lane.

Figuring a conversation can do no harm, Dr. Kent ignores the advice of his DRA and meets Dr. Lane for coffee.  They have a wonderful conversation and agree to talk more as Dr. Kent’s research develops.  Dr. Lane is so moved by Dr. Kent’s research and its potential, she talks about his research with colleagues at her institution and in her professional organization.  Several months later, Dr. Kent is surprised to read an article in Science Magazine, detailing his work on bioengineered vessels.

In the above case study, how might Dr. Kent have benefited from having a nondisclosure agreement in place prior to talking with Dr. Lane?

In the spirit of collaboration and in an effort to expedite processes, researchers might be tempted to share confidential information without putting a non-disclosure agreement in place, just like Dr. Kent. Had Dr. Kent had an NDA in place, Dr. Lane would not have been able to share his research publicly, risking potential publications and his ability to patent new discoveries.

At CSU, researchers wanting to share confidential information with colleagues or entities (e.g., business and industry, potential donors or sponsors, etc.) should contact the Office of Sponsored Programs (OSP) to discuss putting an NDA in place prior.  Additionally, if researchers are approached by an individual or entity wanting them to sign an NDA, they should have the OSP review the NDA prior to signing.

For questions regarding NDAs at CSU, contact the Office of Sponsored Programs.