Confidentiality Agreements, also known as ‘Confidentiality Disclosure Agreements’ (“CDAs”) or as ‘Non-Disclosure Agreements’ (“NDAs”) are used between two or more parties to protect the exchange of confidential information which is not in the public domain/already published.
What is a Confidentiality Agreement (CDA or NDA)?
Confidentiality Agreements are legal binding contracts which briefly defines the information that the parties wish to protect from dissemination and outlines restrictions on use, and are commonly used when two or more parties wish to enter into initial discussions about collaborating or working together on specific research or non-research activity, for the purpose of determining the potential for a future relationship.
When do I need a Confidentiality Agreement?
A Confidentiality Agreement should be put in place between any relevant parties at a very early stage in the discussions to ensure information is protected as early as possible. A Confidentiality Agreement only covers initial discussions for a project rather than any actual research output or transfer of data, materials etc. between the Parties. Where possible, we prefer to have a mutual confidentiality agreements instead of a one-way disclosure, so that information disclosed by any party is protected.
Confidentiality Agreements help the University to:
- to maintain control over your confidential or commercial sensitive information;
- to prevent others parties outside of the University from using your ideas for their own purposes/projects; and
- to safeguard the innovation of any inventions prior to their protection or patenting.
Not having a Confidentiality Agreement in place may mean:
- your confidential or commercial sensitive information it put into the public domain without your knowledge and prior to any protection being put in place;
- a third party uses your idea for their own purposes, potentially losing future research funding and/or the ability to commercial exploitation opportunities.
Who do I contact about a Confidentiality Agreement?
The University has a standard CDA which the Contacts Assistants can provide to you and handle the negotiations if any are needed. We would prefer to use our own template where possible when the University’s Confidential Information is being disclosed But our Contracts Assistant can also review and negotiate an agreement supplied by a third party.
Please contact the appropriate Contracts Assistant assigned to your School/Department.
What information do I need to provide?
When contacting the Contracts Assistants to progress a CDA, please confirm the following:
- The legal name, address and contact details of the other party with which you wish to contract;
- Provide wording so that the Contracts Assistant can insert brief description of purpose/subject matter of the confidential information can be included in the CDA;
- Start and end date for the discussion. On what date was/will Confidential Information first disclosed?
- Name and Department of the UoM lead academic leading the discussions.
Can I sign a Confidentiality Agreement?
The University only has a limited number of authorised signatory, so please do not sign any Confidentiality Agreements on behalf of the University or in your own personal capacity where the activity is part of your role at the University. We want to ensure that both you and University are protected, so only authorised signatories should sign any contract off on behalf of University. The Contracts Team will look after the signature process once an agreement has been reviewed, negotiated and is ready for signature