Request for a Non-Disclosure Agreement

NDAs (also referred to as a Confidential Disclosure Agreement/CDA) enable the sharing of confidential information for the purpose of exploring potential interactions between two prospective partners while protecting the information from uncontrolled dissemination and possible subsequent disclosure. A NDA follows nonconfidential interaction and typically precedes other agreements (e.g., sponsored research, membership, licensing). This means:

1. Confidential information should not be exchanged unless and until a NDA has been executed, and it should always be limited to the scope of the NDA. Information shared outside of the scope is not protected.

2. The NDA should define the scope and permitted uses of the information as well as duration and obligations of the parties. The scope of the NDA must be sufficiently narrow and clear to meet the purpose(s) of the exchange of confidential information. If necessary, the scope should be updated as necessary to reflect any potential change in the interaction between the partners.

3. Trade secret information, or other information that should be kept confidential in perpetuity, should never be disclosed. UTHSC will not permit the exchange of Trade Secrets.

4. Confidentiality in perpetuity would be inconsistent with the University’s fundamental research exemption.

5. No work or research that could result in invention and the creation of intellectual property should be performed under a NDA. Such work or research should only be performed under a separate, formal agreement.

6. Discussions or brainstorming sessions that may lead to the creation of intellectual property (IP) should be avoided, but if such discussions are anticipated, then the NDA should include provisions for protecting such IP.

7. UTHSC Faculty members may not, as individuals enter into (i.e. sign independently) as individual NDAs that relate to the work they perform for UTHSC.

8. Termination terms are generally not included in NDAs because: neither party should be able to terminate any of the obligations, and the disclosure period can be terminated at any time by either party refusing to talk or listen. In the event that termination terms are applicable, the parties need to insure that the confidentiality obligations survive throughout the Protection Period.

[adapted from UIDP Contract Accord 9 NDA web release 120803 4]

Please feel free to contact OSP with any questions you may have regarding NDAs and CDAs.

Please provide the following information and answer the following questions so that we can quickly process your NDA

* = Required fields

* 1) Name of individual (PI or Other) requesting the NDA
* 2) When do you need this NDA to be in place?
* 3) What is the purpose of the NDA? What will be discussed? What is the intended outcome of the information being exchanged? (i.e. a research collaboration? Participation in a clinical trial? et cetera)

  4) Who is the other party to the NDA?
* Name:
* Institution:
* Address:
* City:
* State:
* Zip Code:
* E-mail:
* Phone:

* 5) What period is the NDA for?
From: To:
* 6) Is any UTRF intellectual property involved? Yes     No

* 7) Will any individuals besides the PI will have access to the information being exchanged? Yes     No

  8) Is this a unilateral or bilateral NDA? [check which situation best describes the exchange of information]:
I am providing information
They are providing information
We are both providing information

If the entity has sent you a draft NDA please upload it here:

In seeking this NDA I certify that I will read and abide by the terms it includes. I will take responsibility for ensuring that the terms and certifications will be upheld by any of the individuals who will have access to the information. I further certify that no one who will access the information subject to this NDA has:
  1. A personal financial interest in this project or personal financial relationship (including compensation or gifts of cash or in-kind) with any entity involved in the study, including sponsor, vendors, subrecipients, or other interested parties (including investigator's family member participating in the project)?
    Yes     No
  2. A personal financial interest in or personal financial relationship (including gifts of cash or in-kind) with an entity that owns or has the right to commercialize a product, process, or technology studied in this project?
    Yes     No
  3. A board membership of any kind or an executive position (paid or unpaid) with the sponsor of this project or with an entity that owns or has the right to commercialize a product, process, or technology studied in this project or that is otherwise involved with the project?
    Yes     No

*PI (print name and title here): Date: