Nondisclosure Agreements

The acronym “NDA” is an umbrella term used to refer to nondisclosure agreements, confidentiality agreements, proprietary information agreements, and secrecy agreements. Frequently, these type of agreements are requested when parties wish to have initial discussions for the purposes of determining if there is a potential for a future relationship, and one of the parties intends to receive and/or provide confidential information. These types of agreements may be requested for other reasons too. This webpage explains basic considerations – please consult with a contracting analyst for further details.

How Do I Request an NDA?

Submit a request by email to spscontr@purdue.edu. To expedite your request, please attach the Non-Disclosure Information Form located here.

University as Recipient of Confidential Information.

Prior to entering into a research agreement, University researchers may be asked to accept confidential or proprietary information, materials, or technology from a sponsor or third party. In these situations, a sponsor typically will require a nondisclosure agreement before sharing the information.

University as Provider.

When the university personnel are sharing new processes, unpublished data, or other nonpublic technical information with a sponsor, a nondisclosure agreement should be in place. University personnel should carefully consider whether the discussion actually will require them to share confidential information or whether the discussion could be narrowed to information that is already public, e.g., through published manuscripts.

How do I know if I need an NDA?

Sometimes NDAs can be over-used and give a false sense of comfort. Please recall that an NDA creates a legal obligation for the university, usually for several years, and requires the Primary Recipient to manage information continually throughout the term of the agreement. If the goals can be achieved without the need for disclosing confidential information, the Primary Recipient should consider relying only on public information. When in doubt, please consult a contract analyst or the Research Information Assurance Office.

Common Provisions that MAY be in an NDA.

For these types of agreements, key terms may include:

  • Purpose. The purpose defines the scope of the nondisclosure requirement and should be narrowly drawn. We cannot accept blanket terms allowing multiple unspecified disclosures to different groups across the University for unspecified and unrelated purposes becausein the university context, these situations are rarely manageable. Frequently, industrial sponsors will request a nondisclosure agreement to protect the company’s trade secret or proprietary information, which can protect patentability.
  • Term. Similarly, the agreement should carry a duration as long as is necessary to protect the information. This may vary depending on the type of information, e.g., preliminary business discussions call for shorter terms than discussions about potentially patentable concepts.
  • Parties. Most NDAs contain terms limiting who at the organization can receive the information. Consider whether Purdue affiliates such as the Purdue Research Foundation will be included, or whether the information will be provided to an external party outside the university such as a consultant or an unpaid student.
  • Marking Requirements. Most NDAs contain terms requiring confidential information to be identified, and even when provided orally, to be reduced to writing within a certain timeframe and again identified as confidential. The person providing the information is responsible for marking it appropriately, not the person receiving it.
  • Protecting the information. It is the responsibility of the person receiving the information to protect it appropriately. The agreement may describe the applicable standard of care, such as nothing less than reasonable care or the same level of care the person would give to her own confidential information. Usually, the agreement will have a provision for the materials to be returned or destroyed no later than the conclusion of the agreement.
  • Intellectual Property. These agreements should not contain any terms governing ownership of intellectual property. If you are discussing licensing existing intellectual property and need a confidentiality agreement, you may need to talk with the Office of Technology Commercialization. If you are discussing procuring intellectual property for your work other than a proposal, you will need to talk with the Procurement group.
  • Funded Work. Funded work should not be performed under the scope of a nondisclosure agreements. Such work is better handled under a research agreement, which frequently contain confidentiality terms.
  • Export control. Accepting disclosure-restricted technical information will be subject to export control compliance requirements, and possible the need for an export license when transmitting data outside the United States or when sharing data with a foreign national on campus. Non-technical information such as confidential financial information, business information, marketing information typically are not export controlled except when disclosed to countries under U.S. embargo or nationals of such countries.
  • Acknowledgment. University PIs cannot bind the University to a nondisclosure agreement; however, Primary Recipients are routinely required to sign the agreement to signify their understanding of the obligations therein.
  • Student Class Projects. When a sponsor desires confidentiality for a student class project (i.e. a class taken for credit by a student and without remuneration), the confidentiality is handled in an agreement between the sponsor and the student, and Purdue is not a party to the agreement. There is an exception when the sponsor and Purdue have entered into a work-for-hire agreement for any intellectual property arising from the student class; these industry-sponsored student class agreements are handled by Sponsored Program Services Contracting and will include confidentiality terms.

Is SPS Contracting the right place to get an NDA?

Most often, SPS Contracting is the right place, and we can help coordinate or redirect requests. These are a few situations when we would re-route:

Purdue Research Foundation’s Office of Technology Transfer. If the only purpose of the NDA is to explore licensing opportunities for existing intellectual property, the agreement should be handled by OTC, which manages Purdue’s intellectual property.

Procurement. If the only purpose of the NDA is procurement-related, the agreement will be handled by Procurement.

What if a sponsor gave me an NDA Templates?

We are also able to work with a sponsor’s template. A standard template for nondisclosure agreements is available from Purdue’s Sponsored Programs Contracting office.

Where can I go for help?

Sponsored Program Services Contracting puts the terms of the agreement in place, and it takes teamwork from the Research Information Assurance Office of the Office for Research and Partnerships to help manage confidentiality obligations.

For questions on how to get a nondisclosure agreement into place, please contact spscontr@purdue.edu or (765)494-3863 and ask to be referred to an analyst for your questions on nondisclosure agreements.

For questions on how to manage the confidential information that was sent to you, please contact the Information Assurance Office: http://www.purdue.edu/research/research-compliance/external-confidential-information.php

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