Confidentiality Non-Disclosure Agreement
The Office of Technology Transfer will execute a CDA on behalf of the University for researchers who are looking to engage companies in discussions on the topic of their disclosed intellectual property. Researchers should seek the assistance of Notre Dame Research Administration if a CDA is required or desired as part of a Sponsored Research Project. Please feel free to contact either office if the situation is not so simply distinguishable.
CDAs are also known as NDAs (Non-Disclosure Agreements) and PIEAs (Proprietary Information Exchange Agreements) among other names. Additionally, terms requiring confidentiality can be included in any number of other agreements. The exact terms of an agreement will vary, however, in general these agreements would be expected to contain the following terms.
- prohibition on the disclosure of a party's confidential information to any third party, usually for 3 to 10 years
- protection of a party's confidential information from disclosure
- return or destruction of confidential material upon request or at termination
- non-use for other than the purpose of the agreement (i.e. non-commercial)
- what comprises confidential information may be required to relate to the defined subject of the NDA, and/or be marked as confidential, and/or be reduced to writing if disclosed orally
- generally, there are exceptions to what comprises confidential information which may include information which is: prior knowledge; publicaly known; provided by a third party; or developed without access to confidential material
1. Contact the OTT and provide the following information:
a. Name of the company
b. Subject of the confidential information to be discussed / related technology
c. Point of contact for the agreement
2. OTT will review and work with the company as necessary to coordinate execution of the agreement
3. The ND PI(s) who will be exchanging confidential information will need to sign the final version of the agreement in acknowledgement of any obligations
4. OTT will execute the agreement on behalf of ND