Non-Disclosure Agreement Processing

non-disclosure agreement (NDA), also sometimes referred to as a confidential disclosure agreement (CDA) or a proprietary information agreement (PIA), is a legal contract between at least two parties which outlines confidential materials or knowledge. The purpose of these agreements is the same–to guard against disclosure of confidential or proprietary information of one or both of the parties to the agreement.

In other words, it is a contract by which the parties agree not to disclose information covered by the agreement. As such, an NDA can protect non-public information of various types. NDAs can be “mutual,” meaning both parties are planning to exchange confidential information with the other, or they can be one-way, meaning only one party will be disclosing confidential information.

In the United States, potentially valuable intellectual property rights may be forfeited if key research information about a potential UT invention is disclosed prematurely. In advance of meeting with others to discuss collaboration on particular research topics, or to discuss the commercial aspects of UT inventions, UT researchers should make sure the parties have an NDA in place stating the parties will not disclose/use designated confidential information.

To find your Contracts & Agreements contact, please check the Award Constituency List broken down by the PI’s Unit Name. For general questions or for those outside the University wishing to enter into a NDA with UT Austin, please send an email to osp@austin.utexas.edu.

Processing NDAs At The University of Texas at Austin

Only persons with delegated signature authority can sign an NDA on behalf of UT Austin. At UT Austin, NDAs must be submitted to either the Office of Sponsored Projects (OSP) (if the subject matter is potential collaborative research involving UT resources) or the Office of Technology Commercialization (OTC) (if the subject matter is licensing of UT owned technology) for signature.

Getting NDAs Signed by UT Austin

Faculty and staff at UT Austin can streamline the process of executing an NDA with UT Austin by submitting an NDA SmartForm to the Office of Sponsored Projects via the UT Research Management Suite.

Questions related to Export Control issues related UT personnel’s receipt or delivery of confidential material should be directed to the Export Controls Officer, David Ivey, at 512-475-7963 or ivey@austin.utexas.edu.

NDA FAQs

All finalized research-related NDAs at UT Austin–whether we are the initiating or receiving party–must be signed by designated authorized officials of each institution or organization. Principal Investigators may not sign on behalf of UT Austin for NDAs or any other research-related agreement. However, Principal Investigators will be required to sign such agreements acknowledging their responsibilities and affirming their agreement to the terms and conditions of the contract. Authorized university contracts signatories are on staff in the Offices of Sponsored Projects and Industry Engagement (OSP/OIE).

In the event that a UT-employed researcher or staff member is either required by an external organization or individual to sign an NDA or requires an external party to sign an NDA, the process begins by creating an agreement SmartForm in UT Research Management Suite – Agreements and selecting “Non-Disclosure Agreement” as the agreement type.

Yes, a Non-Disclosure Agreement can have several parties. Note that a Non-Disclosure Agreement with several parties may take more time to negotiate because each party may have concerns or requirements for protecting confidential information. In addition, the signature process for each party differs, and the amount of time needed to obtain signatures may delay the exchange of information.

Yes, all university staff, faculty, and students with whom you intend to share the confidential information should be given a copy of the Non-Disclosure Agreement and should sign the Exhibit B acknowledging they have read and understand their obligations under the NDA.

If you intend to share the confidential information with non-university individuals or entities,then those individuals or entities should a) have a separate NDA in place with UT which extends to the subject confidential information, or b) be named as a party to the same NDA covering the subject confidential information.

Yes, the University will accept electronic signatures on NDAs from the authorized signatories of the other party(ies). The University will return a fully executed copy to the party electronically, unless otherwise specified.

It depends on the terms and conditions in the NDA. If the terms are not acceptable, negotiation is required. Clauses that require negotiation and potentially create a delay in signature include:

  • governing law (if not Texas)
  • indemnification (if the Constitution and the laws of the State of Texas are not referenced)
  • intellectual property (should not be in an NDA since the purpose of the agreement is to protect confidential information of a party)
  • overly broad definition of confidential information
  • requirement to label confidential information not included, especially if exchanged verbally or visually

The UT Research Management Suite is a web-based platform and it will allow you to log in and create new agreement requests from any desktop, laptop, or mobile device. If the parties to the NDA include the University, you should create the NDA request and submit to OSP immediately for review. Once you have created and submitted the request, call OSP at 512-471-6424 to let the office know you have submitted an NDA request for emergency review. Leave a phone number where we can reach you. OSP will give the agreement top priority and will sign it as soon as possible if the terms are acceptable.

Yes, both University-owned and third-party owned export controlled technology require additional steps:

University-owned export controlled technology: If you are exchanging University-owned, confidential, export controlled information or technology with a third party, you should provide a description of the information or technology in Question 3 of the NDA Information Page of the SmartForm where it asks you to provide a brief description of the confidential technology or information to be disclosed by UT. The University’s Export Control Officer, David Ivey, at 512-475-7963 or ivey@austin.utexas.edu will help you determine which export regulation controls the information/technology. OSP will then reference the export control information in the NDA and ask the other party to review the proposed export controls for acceptance.

Third Party-owned export controlled technology: If a third party wants to share their export controlled information with you, the party should provide a description of the information or technology to be entered in Question 3 of the NDA SmartForm on the NDA Information page. You will most likely be able to receive the information from the third party if you are a US citizen or permanent resident. However, if you are not a US citizen or permanent resident and/or you intend to share the confidential information with foreign persons, such as foreign graduate students, you should provide the following information to OSP’s Export Control Officer, David Ivey, at 512-475-7963 or ivey@austin.utexas.edu about the foreign person(s) who will have access to the export controlled technology:

  • Name
  • Birth date
  • Place of birth
  • Country of citizenship
  • Country of origin

OSP may be required to submit a deemed export license application to the U.S. Department of Commerce or to the U.S. Department of State to be able to provide access to the export controlled technology to the foreign person(s). The need for a license will be dependent on the export control status of the technology and the country of citizenship of the foreign person requiring access to the information. Note it can take months to obtain licenses for deemed exports to foreign persons.

The General Information page of the NDA SmartForm allows you to include the contracting party contact name, email, and phone information. This information is not required for you to submit the agreement request so OSP can begin their review. However, in the course of review, OSP will need to obtain that information in order to properly negotiate and finalize the agreement. If you know this information at the time you submit your agreement request, please include it in your submission.

Yes, with approval of OSP depending on whether the Confidential Information is export controlled.

To add additional individuals to the signature page of an executed NDA, you must use the Create Amendment activity in the Record Workspace of the active agreement to launch the review process with OSP/OIE. This action will allow you to provide comments detailing your request and to upload any supporting documents that might assist the central office staff with their review.

If the confidential information is export-controlled, and the additional personnel are not US citizens or permanent US residents, you must launch the Create Amendment activity workflow and should confer with the University’s Export Control Officer prior to allowing any access to confidential information.

The intent of the ITAR/EAR classification language is to provide a mechanism to alert the Parties to potential export control issues, and allow the parties to address these issues in advance. If the information/data/technology is identified by an ECCN on the Commerce Control List or listed under a category in the ITAR USML, then it is possible an export license may be needed before disclosure to a foreign national. The determination whether or not an export control license is necessary needs to be completed prior to any disclosure under the NDA.

At UT Austin, NDAs only cover UT Austin-employed individuals who have consented to the terms of confidentiality and signed the contract. All university staff, faculty, and employed students with whom you intend to share the confidential information should be included as signatories to the Exhibit B acknowledging that they have read and understand their obligations under the terms and conditions of the contract. Copies of the finalized agreement should be given to your students for their own records.

Non-UT employed undergraduate students are NOT covered by UT-negotiated NDAs. If you intend to share the confidential information with non-university individuals or entities, then those individuals or entities should a) have a separate NDA in place with UT which extends to the subject confidential information, or b) be named as a party to the same NDA covering the subject confidential information.