Non-disclosure Agreement (NDAs), also commonly referred to as Confidential Disclosure Agreements (CDAs) or Proprietary Information Agreements (PIAs), are contracts between at least two parties which outline the proprietary/confidential information that the parties wish to exchange but want to restrict from wider use and dissemination.
NDAs are commonly executed when two parties are considering a potential relationship and need to understand one another's processes, methods, or technology solely for evaluating the potential relationship. NDAs may be unilateral disclosure (one-way) where only one party is disclosing confidential or bilateral/multilateral (two-way or multi-party) where all the parties involved may be disclosing confidential information.
NDAs are important because:
- They alert the receiving party to the confidentiality of the information shared and specify how the receiving party/parties will protect and use such information.
- Can be used as evidence in subsequent patent processing - e.g., to defeat an allegation that the invention is not novel because the inventor treated it as public information. This kind of allegation arises frequently from those contesting a potentially lucrative patent, so an NDA is more than a "mere formality".
How to Initiate a Non-disclosure Agreement:
CU Boulder has two options for NDAs:
Partially-Executed NDA/CDA for Unilateral Disclosure by External Entity
For unilateral disclosures (one-way) in which an external entity will disclose confidential information to CU Boulder personnel, CU Boulder’s partially-executed NDA/CDA may be used. The Partially-Executed NDA/CDA can be used immediately upon execution by the sponsor/external entity, requiring no review or negotiation by CU Boulder. Click here for information on the Partially-Executed NDA/CDA.
Note: The partially-executed NDA/CDA does not cover CU Boulder personnel disclosing CU Boulder confidential information to an external party. CU confidential information includes only that information that has not been publicly disclosed via posters, presentations, journal articles, published patents, patent applications, etc. or that is not generally available to the public in some other capacity. See next bullet to initiate an NDA if CU Boulder confidential information is to be disclosed.
For All Other Disclosures
Contract Administrators in the Office of Contracts and Grants (OCG) are the authorized representatives on behalf of CU Boulder for negotiation and execution of NDAs. Requests may be initiated through the NDA Online Request Form. NDA requests can take 4-8 weeks for execution to allow for review and negotiation.
Once the NDA request is received, a Contract Administrator will perform due diligence of the request, as follows:
- Conduct an initial review and thorough analysis of the request.
- Correspond with the CU Boulder Principal Investigator (PI), asking additional questions to ensure comprehensive understanding of the necessity and needs of the contract.
- Collaborate with Venture Partners at CU Boulder, the Office of University Counsel, the Office of Research Integrity, the Office of Environmental Health & Safety, the Facilities Security Officer and other campus offices as necessary to ensure compliance with CU Boulder policies.
- Negotiate and correspond directly with the other party's contractual point of contact while copying the PI for transparency.
- Coordinate execution once negotiations are final.
Please note: The delegation of signature authority for NDAs is held by OCG. CU Boulder PIs cannot sign NDAs on behalf of the University. Additionally, CU Boulder does not sign NDAs on behalf of unpaid students as part of their participation in capstone courses, such as senior and graduate design courses. CU Boulder advises companies to not engage students in NDAs, because CU Boulder has no recourse upon graduation.