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
Only persons with delegated signature authority
can enter into a NDA on behalf of UT Austin.
At UT
Getting NDAs Signed by
UT
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 Kay Ellis, Associate Director & Export Controls Officer, Office of Sponsored Projects at 512.472.7963 or kay.ellis@austin.utexas.edu .
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
along with the NDA.
The descriptions contained in the “Key Elements” document are intended
to assist our exchange partners in meeting UT requirements where they prefer to
use their own NDA template.
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:
Dave
Boerner dboerner@austin.utexas.edu
Maggie
Gillean mgillean@austin.utexas.edu
Josh
McGrath joshmc@austin.utexas.edu
Mitch Owens tmowens@austin.utexas.edu
Stephen Richardson skrichardson@austin.utexas.edu
Camille Wagner cwagner@austin.utexas.edu
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 [Universal NDA form ].
See Other Resource: Non-Disclosure Agreement Guidelines