A 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 parties wish to share with one another for certain purposes, but wish to restrict from generalized use.
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 that 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 that the parties have an NDA in place stating that the parties will not disclose/use designated confidential information.
Only persons with delegated signature authority can enter into a NDA on behalf of UT Austin. At UT Austin NDAs must be submitted to either Office of Sponsored Projects (OSP) (if the subject matter is potential collaborative research involving UT resources) or 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, as well as industry, can streamline the process of executing an NDA with UT Austin by submitting their NDA to OSP or OTC, as appropriate, with the following information completed: names and addresses of the parties and the individual contact persons, purpose of the NDA, description of the Confidential Information, and whether or not any export controls apply to the Confidential Information. Providing this minimum amount of information allows the staff at OSP and OTC to facilitate processing the NDA.
Questions related to Export Control issues related UT personnel’s receipt or delivery of confidential material should be directed to the Export Controls Officer, Office of Sponsored Projects at 512-471-6424 or email@example.com.
When providing UT's Universal NDA to potential exchange partners, please send a copy of Key Elements of Terms and Conditions of Non-Disclosure Agreement (Word).
Office of Sponsored Projects
Where a faculty member wishes to share information related to possible research efforts, they should fill out UT's Universal Non-Disclosure Agreement (Word) (PDF) and then forward the completed Form to OSP@austin.utexas.edu. OSP will then review the completed form and work with the faculty member and the research partner to facilitate the exchange.
OSP negotiators are glad to assist UT faculty in the NDA process where the confidential information is the subject matter of possible collaborative research. They can be reached as follows:
Mark Featherson firstname.lastname@example.org
Connor Dumbeck email@example.com
Carla Martin firstname.lastname@example.org
Mitch Owens email@example.com
Mohini Patel firstname.lastname@example.org
Office of Technology Commercialization
If the shared information is needed to evaluate a UT invention for licensing purposes, the parties should submit the completed NDA to the member of the OTC Licensing Group that is managing the particular invention. Contact information for the OTC Licensing Group can be found at the following link: http://www.otc.utexas.edu/Contact.jsp. The form NDA can be downloaded from the OTC website at http://www.otc.utexas.edu/Forms/NDA_v6.0.doc.
See Other Resource: Non-Disclosure Agreement Guidelines