Non-disclosure Agreement (NDA)

Negotiate

Non-Disclosure Agreements (NDA), also known as Confidentiality Agreements, Proprietary Information Agreements, Secrecy Agreements, etc., are commonly requested when two or more parties wish to enter into initial discussions about specific processes, methods or technology for the purpose of determining the potential for a future relationship.  An NDA is a legal agreement which defines information that the parties wish to protect from dissemination and outlines restrictions on use.  NDAs are also valuable to protect the ability to patent an invention, something that can be compromised if a disclosure of the invention becomes public knowledge.  If you are sharing new processes, unpublished data or other confidential information, you should protect your rights by having an NDA in place.

If it is determined that an NDA is necessary, the investigator should initiate the process by completing the on-line Request for NDA. Submitted requests will be reviewed by the Office of Sponsored Programs.

Penn State prefers to use its own standard NDA which can be found below. These terms and conditions have been vetted by Penn State’s legal counsel and have been proven very effective at protecting the needs and interests of both parties.  If a company is willing to accept Penn State’s standard NDA with minimal or no changes, the process is expedited and signatures can usually be obtained within a few days.  However, if a company requires the use of its own terms and conditions, this will require a thorough review and negotiation period to ensure that Penn State’s legal obligations and interests are not unduly compromised.  This review and negotiation period may cause a delay in processing, typically around 10-15 business days or longer.  Please be sure to allow ample time for the review, negotiation and signature of your NDA. 

Penn State views the NDA as a tool to allow initial interactions to take place, such as discussions about Penn State’s capabilities and research interests or collaborating on proposal submissions.  There should be no funded work performed under the scope of an NDA; this is better handled under a research or services agreement in which there is a clear scope of work defined.  Examples of such funding agreements can be located here

The on-line Request for NDA, as well as additional guidance, can be found below: