A Confidential Disclosure Agreement [CDA), also known as the Confidentiality Agreement (NDA), is a legal agreement between at least two parties, which describes information that the parties wish to share for evaluation purposes, but which wish to restrict wider use and dissemination. The parties undertake not to disclose the non-public information covered by the agreement. CDAs are often performed when two parties are considering a relationship/cooperation and must understand the processes, methods or technologies of the other party only for the purpose of assessing the potential of a future relationship. A Confidentiality Agreement (NDA) or Confidentiality Agreement (CDA) is a legally binding contract between parties who wish to disclose confidential information to each other but wish to prevent the disclosure of this information to third parties. This may include, for example. B, any type of business or proprietary information that is not publicly available, intellectual property, unpublished research results or trade secrets. A NOA request may come from any party that wishes to protect its confidential information, but wishes to be able to freely discuss ideas with another party, without worrying that the information may be misappropriated or disclosed without its consent. University researchers considering a cooperation project with an industrial partner may wish to exchange proprietary information with the industrial partner who need one or both parties to confidentiality. As a general rule, the party disclosing proprietary information requires the receiving party to sign a confidentiality agreement (NDA) called the Confidential Disclosure Agreement (CDA), the Proprietary Information Agreement (PIA) or a similar title. When creating an NDA, the university proposes an UT Universal NDA model that can be adapted to the acceptance of all parties.
NDAs submitted by partners and third parties can often contain provisions outside the confines of government and academic guidelines and require negotiations by delegates. For more information on the university`s standard model agreement, see the “Terms of Confidentiality Agreement” (Annex A in the NDA model). Confidentiality obligations may also be included in various institutional agreements between the university and the industrial partner, such as sponsored research agreements. B, equipment credits, software purchases, technology licenses, data usage agreements and hardware transfer agreements. The control of ANN and agreements such as this is carried out by the relevant university office, usually the Office of Industry Engagement (OIE), the Office of Sponsored Projects (OSP) or the Office of Technology Commercialization (OTC). The OIE will negotiate and sign NDAs through industrial affiliation programs, or where the evaluation of potential sponsored projects will be funded exclusively by industry partners. The PSO will negotiate and sign NDAs that will include potential sponsored projects funded in whole or in part by public or federal organizations or foundations. NDAs are verified and signed by the Business Contracts Office if no IOP or sponsored project is involved. OTC will audit NDAs for access to intellectual property. All non-university confidentiality agreements must follow the university contract authorization procedure; The agreement must be verified and approved by the university`s legal aid office before signing. Please note the template agreements and instructions: As soon as discussions about the transmission of confidential information begin, researchers already involved in the marketing process should contact either their TLO technology manager or the TLO director. All other researchers should contact the Director of Research Services and submit a completed non-disclosure application form to provide research services with the basic information necessary to obtain a written agreement.