Request for a Non-Disclosure Agreement

NDAs 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 CDA 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 CDA has been executed, and it should always be limited to the scope of the CDA. Information shared outside of the scope is not protected.

2. The CDA should define the scope and permitted uses of the information as well as duration and obligations of the parties. The scope of the CDA 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 CDA. 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 CDA should include provisions for protecting such IP.

7. Any exchange of confidential information under consulting arrangements involving individual faculty members are not covered by CDAs that have the University as a party.

8. The agreement must be enforceable and meaningful. It is good practice to designate a Disclosure Coordinator for each party who is responsible to ensure proper procedure by and thus protection for the participants in a CDA.

9. Termination terms may not be appropriate in a CDA: 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.

[taken from UIDP Contract Accord 9 CDA web release 120803 4]

Request for a Nondisclosure Form

NDAs, also referred to as Confidentiality Agreements 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 CDA follows nonconfidential interaction and typically precedes other agreements (e.g., sponsored research, membership, licensing).

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

* = Required fields

* 1) When do you need this NDA to be in place?
* 2) What is the purpose of the NDA?
  3) Who is the party to the NDA?
* Name:
* Institution:
* Address:
* City:
* State:
* Zip Code:
* E-mail:
* Phone:

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

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

  7) 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: