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Confidentiality and Non-disclosure Agreements

By Rita Yusko

We know that sharing ideas and research with a colleague at another university or with a company carries risk, but is often necessary to advance research.  In a competitive environment, how can we collaborate with others and protect our original ideas?

 Sharing new knowledge and original work that eventually may have commercial use requires a high degree of mutual trust. When sharing novel or proprietary knowledge with external partners, it is important to outline the expectations for how the information may be shared.  Confidentiality agreements are the best way to do this. Without such an agreement in place, a disclosure may be considered “public disclosure” thereby removing the “novelty” of your work and jeopardizing the patent application process. 

A common method for maintaining confidentiality is by signing a Non-disclosure Agreement (NDA).  (Other entities may refer to it as a Confidential Disclosure Agreement, CDA, or a Proprietary Information Agreement, PIA). These agreements are legally binding documents that record the terms and expectations for the exchange of proprietary information.  Since the information exchanged between signing parties is considered “non-public” share, these agreements preserve patenting rights.

In addition to formal agreements, other means of demonstrating a reasonable effort to maintain confidentiality include marking documents or proposal pages as "confidential" and limiting the access to sensitive materials.  Such methods on their own offer limited protection. Note that confidentiality agreements usually require materials to be marked as “confidential.” 

If you want to initiate a confidentiality agreement:  The Technology Transfer Office (TTO) negotiates and administers non-disclosure agreements for NIU faculty, staff and graduate students. If you are interested in communicating your novel research with others outside of NIU, please contact the TTO to prepare a non-disclosure agreement for you.  

If you receive a request to sign a confidentiality agreement:  Individual NIU researchers do not have the authority to sign confidentiality agreements; therefore, if an outside organization requests that you sign a non-disclosure agreement, forward the document to the TTO for review and the appropriate institutional signature.  Industrial partners, for example, typically require a non-disclosure agreement before sharing sensitive business information or confidential business practices. 

A template of NIU’s standard non- disclosure agreement is located at http://www.tto.niu.edu/tto/forms/index.shtml

For additional information, contact the TTO tto@niu.edu or 815-753-9281.

Rita Yusko
Manager, Technology Transfer Office