The purpose of a Non-Disclosure Agreement (“NDA”), or Confidentiality Agreement, is to protect proprietary or confidential information received from, or disclosed to, a third party.
An NDA is a legal contract between at least two parties that outlines confidential material, knowledge, or information that the parties wish to share with one another for certain purposes, but wish to restrict access to or by third parties. It is a contract through which the parties agree not to disclose information covered by the agreement. An NDA creates a confidential relationship between the parties to protect any type of confidential and proprietary information or trade secrets. As such, an NDA protects non-public business information.
An NDA may be appropriate when an investigator will work with a third party’s proprietary or confidential information in the course of a research project. Conversely, an NDA is always appropriate when a research investigator is asked to discuss proprietary or confidential intellectual property information, for example in negotiating a sponsored research project or licensing arrangement.
If a company, foundation, government agency or any outside party requests an NDA or asks to discuss intellectual property you or your colleagues have conceived or are developing, please immediately complete the NDA/Confidentiality Agreement Request.
Email or fax to:
University of Georgia
808 Boyd Graduate Studies Research Center
Innovation Gateway will negotiate the appropriate terms and sign the resulting agreement. Research investigators and others in your department should not sign any agreements on behalf of the University or the University of Georgia Research Foundation, Inc. (UGARF). Your signature can not create a legally binding agreement.
Innovation Gateway will contact the outside entity within three business days of Innovation Gateway’s receipt of the NDA/Confidentiality Request Form and all necessary information from the researcher. The University research investigator or personnel should not enter into discussions with the third party until he or she receives a fully-executed copy of the NDA from Innovation Gateway.