Non-Disclosure
Agreements
Antje Harnisch, Assistant Director, Office of Sponsored Programs
Gianfranco Barbato,
What is it?
• Aka CDA; PIA
• One-way or mutual
• Purpose: to guard against disclosure of
confidential or proprietary information of one or
both of the parties to the agreement
• Can have more than two parties
• Parties
– Institution—sponsored research
– Individual—consulting
Process
• Consulting
– No OSP review required
– Individual signs and is liable
• University Research
– OSP reviews and negotiates if necessary
– Signs
– all university staff, faculty, and students with whom
confidential information is shared have to be given a copy
of the Non-Disclosure Agreement and should sign the OSP
form acknowledging they have read and understand their
obligations under the NDA.
– Shared liability; both university and individual
Contractual Language
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Marking
Confidentiality Obligation Period
Exceptions
State law issues
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Governing law
Injunctive relief
Foi scenario listed as exception
Indemnification
• Export control
Further Information
• OSP has templates