Non-Disclosure Agreements

Submitting a Non-Disclosure Agreement (NDA)

NDAs related to research or sponsored programs must be reviewed and endorsed by University Research Administration. To submit a Non-Disclosure Agreement (NDA) for URA review, please visit AURA Agreements.

What is a Non-Disclosure Agreement?

An NDA, also known as a Confidential Disclosure Agreement (CDA), protects the disclosure of information deemed confidential or proprietary for a defined period. The disclosure can be unilateral (only one of the parties disclose the information to the other) or reciprocal (the agreement protects the disclosure of information by both parties).  The NDA is the mechanism through which a UChicago researcher and a sponsor or other third-party can disclose information about their proprietary processes, methods, or technology to discuss a potential project or collaboration and determine whether to move forward.  NDAs may be executed for clinical or non-clinical research.

In clinical research, a clinical trial sponsor or clinical research organization (an intermediary between sponsor and institution, often referred to as a CRO) may wish for the lead researcher, or Principal Investigator (PI), and/or study staff to review documents such as the Investigator Brochure, Protocol, and other non-public or proprietary information to evaluate the protocol and gauge her or his interest in conducting the clinical trial.

Typically, the sponsor, CRO, or third party will send a copy of their standard NDA template which is then negotiated and executed by URA prior to exchange of any confidential information. Upon completion of negotiation the PI may be asked to sign in acknowledgement of her or his responsibilities under the agreement. UChicago faculty and staff are not authorized to sign/execute an NDA on behalf of the university.

For both non-clinical and clinical NDAs, a second agreement is often required to facilitate the project itself if both parties decide to proceed. An NDA does not authorize the performance of funded work or exchange of sensitive data.

Common Terms in an NDA

  • A brief description of the purpose of the disclosure of confidential information
  • The period under which information may be exchanged
  • The period under which the information shall be held in confidence
  • A party’s duty to inform the other party whether its information is subject to Export Control laws
  • A definition of the confidential information to be exchanged

March 3, 2023