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Non-disclosure Agreement (NDAs),Ìýalso commonly referred to as Confidential Disclosure Agreements (CDAs) or Proprietary Information Agreements (PIAs),ÌýareÌýcontracts between at least two partiesÌýwhich outlineÌýthe proprietary/confidential information that the parties wish to exchange but want to restrict from wider use and dissemination.

NDAs are commonly executed when two parties are considering a potential relationshipÌýand need to understand one another's processes, methods, or technology solely for evaluating the potential relationship. NDAs may be unilateral disclosureÌý(one-way) where only one party is disclosing confidential or bilateral/multilateral (two-way or multi-party) where all the parties involved may be disclosing confidential information.

NDAs are important because:

• They alert the receiving party to the confidentiality of the information shared and specify how the receiving party/parties will protect and use such information.
• Can be used as evidence in subsequent patent processing - e.g., to defeat an allegation that the invention is not novel because the inventor treated it as public information. This kind of allegation arises frequently from those contesting a potentially lucrative patent, so an NDA is more than a "mere formality".

How to Initiate a Non-disclosure Agreement

Â鶹Ãâ·Ñ°æÏÂÔØBoulder has two options for NDAs:

Partially-Executed NDA/CDA for Unilateral Disclosure by External Entity

For unilateral disclosures (one-way) in which an external entity will disclose confidential information to Â鶹Ãâ·Ñ°æÏÂÔØBoulder personnel, Â鶹Ãâ·Ñ°æÏÂÔØBoulder’s partially-executed NDA/CDA may be used. The Partially-Executed NDA/CDA can be used immediately upon execution by the sponsor/external entity, requiring no review or negotiation by Â鶹Ãâ·Ñ°æÏÂÔØBoulder. Click here for information on the Partially-Executed NDA/CDA.

Note: The partially-executed NDA/CDA does not cover Â鶹Ãâ·Ñ°æÏÂÔØBoulder personnel disclosing Â鶹Ãâ·Ñ°æÏÂÔØBoulder confidential information to an external party. Â鶹Ãâ·Ñ°æÏÂÔØconfidential information includes only that information that has not been publicly disclosed via posters, presentations, journal articles, published patents, patent applications, etc. or that is not generally available to the public in some other capacity. See next bullet to initiate an NDA if Â鶹Ãâ·Ñ°æÏÂÔØBoulder confidential information is to be disclosed.

For All Other Disclosures

Contract Administrators in theÌýOffice of Contracts and Grants (OCG) are the authorized representatives on behalf of Â鶹Ãâ·Ñ°æÏÂÔØBoulder for negotiation and execution of NDAs.ÌýRequests may be initiated through the NDA Online Request Form.ÌýNDA requests can take 4-8 weeks for execution to allow for review and negotiation.

Once the NDA request is received, a Contract Administrator will perform due diligence of the request, as follows:

1. Conduct an initial review and thoroughÌýanalysis of the request.
2. Correspond with the Â鶹Ãâ·Ñ°æÏÂÔØBoulder Principal Investigator (PI), asking additional questions to ensure comprehensive understanding of the necessity and needs of the contract.
3. Collaborate with Venture Partners at Â鶹Ãâ·Ñ°æÏÂÔØBoulder, the Office of University Counsel, the Office of Research Integrity, the Office ofÌýEnvironmental Health & Safety, the Facilities Security Officer and other campus offices as necessary to ensure compliance with Â鶹Ãâ·Ñ°æÏÂÔØBoulderÌýpolicies.
4. Negotiate and correspondÌýdirectly with the other party's contractual point of contact while copying the PI for transparency.
5. Coordinate execution once negotiations are final.

Please note:ÌýThe delegation of signature authority for NDAs is held by OCG.ÌýÂ鶹Ãâ·Ñ°æÏÂÔØBoulder PIsÌýcannot sign NDAs on behalf of the University. Additionally,ÌýÂ鶹Ãâ·Ñ°æÏÂÔØBoulder does not sign NDAs on behalf of unpaid students as part of their participation in capstone courses, such as senior and graduate design courses. Â鶹Ãâ·Ñ°æÏÂÔØBoulder advises companies to not engage students in NDAs, because Â鶹Ãâ·Ñ°æÏÂÔØBoulder has no recourse upon graduation.