Non-Disclosure Agreements – What Do PIs Have To Know?
By Hoda Moussa
Published October 16, 2024
An NDA is a Non-Disclosure Agreement, sometimes referred to as a Confidential Disclosure Agreement (CDA). This type of agreement provides terms that will protect against the unauthorized use or disclosure of any shared confidential information. Below is a summary of important points to know when requesting an NDA.
As a reminder, you should not execute NDAs, or any other type of agreement with industry partners within your scope of work at UB. You can submit a request for review via Click.
When is an NDA necessary?
An NDA is necessary when parties would like to share confidential information. Some examples may include the following:
- You desire to share confidential information regarding your research with other entities.
- You desire to license your technology.
- It is necessary to understand a party’s processes, methods, or technology for the purpose of evaluating the potential for collaboration.
What are the types of NDAs?
The most common types of NDAs are unilateral and bilateral. However, sometimes a multiparty NDA is required when there are more than two parties disclosing information.
- Unilateral
- This is a one-way agreement where only one party is receiving confidential information.
- The receiving party agrees to keep the disclosing party’s information confidential.
- Multiparty
- All parties are receiving information and are agreeing to keep the other party’s information confidential.
What is the process of initiating an NDA request?
- To initiate an NDA, please submit a request through our online portal, Click: https://www.buffalo.edu/research/research-services/click-implementation/modules/agreements.html.
- The information you will need to complete an entry in Click is as follows:
- company contact information;
- a clear and short description of the confidential information to be disclosed;
- draft agreement provided by company (if applicable);
- the technology of interest and/or the associated Technology Disclosure Docket No. (if applicable).
- Once the Click request has been assigned to a contracts team member, they will reach out to you and provide a list of terms to review for your confirmation.
- The assigned contracts team member will negotiate the terms of the NDA with the interested entity.
What if the company wants to share confidential information containing export-controlled information?
In the event that export-controlled information is needed, you should contact our export-control officer at exportcontrols@research.buffalo.edu to determine if you need to have a Technology Control Plan (TCP) in place. TCPs ensure that controlled material and information such as those listed in the International Traffic in Arms Regulations (ITAR) and Export Administration Regulations (EAR) Commerce Control List (CCL) are not accessed by unauthorized persons. TCPs include a description of the controlled information, a plan for storing the information, procedures for preventing unauthorized access to the information, and names of authorized persons who can access the information.
NDA TIP:
You should not perform any work under an NDA. An NDA is executed exclusively for confidential discussions, not performance of any work. An NDA may lead to a collaborative project in which a Sponsored Research Agreement (SRA), Testing Agreement (TA), or Cooperative Research and Development Agreement (CRADA) may need to be executed.
This article was drafted by our law student extern, Chloe Combs and Contracts Manager, Hoda Moussa. Please feel free to email Hoda at hodamous@buffalo.edu for more information.
If you have any general contracts related questions, please feel free to reach out to any one of our contracts team members: https://www.buffalo.edu/research/about-us/staff-directory/techtransfer.html or email us at techtransfer@buffalo.edu.