What is a Non-Disclosure Agreement (NDA)?
A Non-Disclosure Agreement (NDA) or Confidentiality Agreement (CDA) is an agreement that protects specific proprietary information. NDA’s can be either uni- or bidirectional depending on the sharing that is contemplated. NDA’s are critical when you believe you will be sharing potentially valuable or patentable confidential information with a third party. Many companies will also require you to sign an NDA to engage in discussions about potential collaborations. Do not sign an NDA in your personal capacity; only authorized UW signatories can sign NDA’s on behalf of the institution.
When do you need an NDA or CDA?
An NDA or a CDA is needed when one party is sharing any proprietary information to another party, whether that information is being shared by a UW investigator with a potential sponsor or by a sponsor with a UW investigator.
CDAs/NDAs are limited to a specific exchange of confidential information between UW and a collaborator. Any research agreements or other projects that emerge from subsequent discussions should be outlined in a supplemental agreement. If confidentiality needs to extend through the term of the agreement, a confidentiality section in the supplemental agreement will then control.