Non-Disclosure Agreements (NDAs)
University researchers contemplating a collaborative project with an industry partner may wish to exchange proprietary information with the industry partner which either one, or both, of the parties require be kept confidential. The party disclosing proprietary information will usually require the receiving party to sign a Non-Disclosure Agreement (NDA), also referred to as a Confidential Disclosure Agreement (CDA), Proprietary Information Agreement (PIA), or similar title. In establishing a NDA, the University offers a UT Universal NDA template which may be modified to the acceptance of all parties. NDAs submitted by partners and third parties may often contain provisions outside the bounds of State and University policies and require negotiation by delegated individuals. Read the “Terms and Conditions for Non-Disclosure Agreement” (Exhibit A in the NDA template) for more information regarding the University’s standard template agreement.
Non-disclosure requirements may also be included in various institutional agreements between the University and the industry partner, such as: sponsored research agreements, equipment loans, software purchases, technology licenses, data use agreements, and material transfer agreements. Review of NDAs and agreements such as these are handled by the appropriate University Office, usually the Office of Industry Engagement (OIE), the Office of Sponsored Projects (OSP), or the Office of Technology Commercialization (OTC). OIE will negotiate and sign NDAs under Industrial Affiliate Programs or where the evaluation of prospective sponsored projects will be funded solely by industry partners. OSP will negotiate and sign NDAs involving the prospective sponsored projects that are funded in whole or in part from state or federal agencies or foundations. NDAs will be reviewed and signed by the Business Contracts Office when no IAPs or sponsored projects are involved. OTC will review NDAs when access to intellectual property is involved.
These offices have been delegated exclusive authority to negotiate terms consistent with University and State policies, and also have exclusive authority to sign NDAs on behalf of the University. The researcher may not sign on behalf of the University. However, the researcher will be asked, along with other project participants, to sign an acknowledgement to comply with terms of the agreement.
This guidance does not apply to information exchanged by a University researcher in connection with an independent consulting agreement. In such cases the researcher is acting as an individual and signs the NDA on his/her own behalf. A University researcher who receives export controlled information in connection with an independent consulting agreement should not bring the information onto campus or use it in any “incidental” way with University property. The University does not review or provide guidance related to consulting agreements. A University researcher acting as an independent consultant may want to seek counsel from a legal advisor when considering a NDA with a third party.
Students are not employees of the University and thus the University does not sign NDAs for information submitted to students in connection with class projects.