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Nondisclosure Agreements (NDAs),Ìýalso commonly referred to as Confidential Disclosure Agreements (CDAs) or Proprietary Information Agreements (PIAs),ÌýareÌýcontracts between at least two partiesÌýthat outlineÌýthe proprietary or confidential information that the parties wish to exchange but want to restrict from wider use and dissemination. They alert the receiving party to the confidential nature of the information shared and specify how the receiving party or parties will protect and use such information.

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

NDAs at Â鶹Ãâ·Ñ°æÏÂÔØBoulder

Â鶹Ãâ·Ñ°æÏÂÔØBoulder may use an NDA during the early, exploratory stages of working with an external party, often for the purposes of evaluating a potential business relationship or sponsored research agreement or for development of a joint proposal. An NDA allows both sides to have an open, informed discussion and exchange background technical information, early concepts, or business context needed to shape a proposal without committing either party to a funded project or long-term relationship.

Generally, Â鶹Ãâ·Ñ°æÏÂÔØBoulder does not enter into NDAs for sponsored projects related to active agreements because the active agreement usually includes terms and conditions that address the exchange and handling of confidential information related to the project.Ìý

It is the responsibility of the PI to ensure that any Â鶹Ãâ·Ñ°æÏÂÔØconfidential information is appropriately marked prior to transmission to an external party, including within proposal documentation, correspondence, presentations, reports, deliverables, etc.Ìý

How to Initiate a Nondisclosure 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 only an external entity will disclose confidential information to Â鶹Ãâ·Ñ°æÏÂÔØBoulder personnel, Â鶹Ãâ·Ñ°æÏÂÔØBoulder’s Partially-Executed NDA may be used.ÌýThe Partially-Executed NDA can be used immediately upon executionÌýby the 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 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°æÏÂÔØBoulder confidential information includes only 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 the second option to initiate an NDA if Â鶹Ãâ·Ñ°æÏÂÔØBoulder confidential information is to be disclosed.

Download Partially-Executed NDA/CDA Agreement

For All Other Disclosures

Contract Officers 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 for sponsored project related work.ÌýRequests may be initiated through theÌý.ÌýNDA requests can take four to eight weeks for execution to allow for review and negotiation.

Once the NDA requestÌýis received, a Contract Officer will:

1. Review the request.
2. Communicate with the Â鶹Ãâ·Ñ°æÏÂÔØBoulder Principal Investigator (PI) to ensure understanding of the necessity and needs of the contract.
3. Collaborate with other Â鶹Ãâ·Ñ°æÏÂÔØBoulder offices as necessary to ensure compliance with Â鶹Ãâ·Ñ°æÏÂÔØBoulderÌýpolicies. These offices may include:
   • Venture Partners
   • University Counsel
   • Office of Research Security & Integrity
   • Environmental Health & Safety
   • Office of Research Security and Export Controls
4. Negotiate with the other party.Ìý
5. Coordinate execution once negotiations are final.

Â鶹Ãâ·Ñ°æÏÂÔØBoulder PIsÌýdo not have authority to sign NDAs on behalf of the University. Contract Officers hold authority to sign NDAs on behalf of Â鶹Ãâ·Ñ°æÏÂÔØBoulder for sponsored project related work under OCG’s signature authority for sponsored projects.Ìý

Â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 external entities to not engage students in NDAs because Â鶹Ãâ·Ñ°æÏÂÔØBoulder has no recourse upon graduation.