Purpose

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

Confidentiality agreements are commonly used when two or more parties (e.g., companies, institutions of higher education, or other entities) are in the initial stages of doing business together. Tangible information protected by a confidentiality agreement 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 a confidentiality agreement means that confidential information or a potential new discovery isn’t leaked or stolen. It’s a legally binding contract, which if broken, allows for legal recourse.

It is important for researchers at CSU to not disclose their research or proprietary/confidential information to parties outside the Institution without first having a confidentiality agreement in place. 

When should a Confidentiality Agreement be used?

• Prior to discussing the results of unpublished research;
• Prior to seeking advice regarding the development of a new product;
• Prior to discussions on collaborations which may involve confidential or proprietary information (e.g., collaboration on a confidential research project or when establishing a collaboration agreement); and
• Prior to disclosing detailed information about an invention, especially if a patent application has not been filed.

Want to C O L L A B O R A TE? THINK Confidentiality Agreement and then CONTACT the OSP

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 a confidentiality agreement in place prior. Additionally, if researchers are approached by an individual or entity wanting them to sign a confidentiality agreement, they should have the OSP review prior to signing. In most cases, confidentiality agreements are signed by the OSP.

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