Examples
Worked examples
- Is an instance
A university tech-transfer office and a prospective licensee executing a mutual NDA before discussing unpublished data behind a patent-pending invention.
Counter-examples
Looks similar, but isn't
- Not an instance
Treating an NDA as covering the transfer of a specific dataset — that governance belongs to a separate, dataset-specific Data Use Agreement, even when both accompany the same collaboration.
Editorial commentary
In a research-administration context, NDAs are executed by the institution before exchanging proprietary technical information, draft grant proposals, unpublished data, or trade secrets with prospective collaborators, sponsors, vendors, or licensees. They define what counts as confidential, the permitted purpose, the term of confidentiality (often three to seven years beyond disclosure), required handling and return-or-destruction obligations, and standard exclusions for information that becomes public, was already known, or is independently developed. NDAs may be unilateral, mutual, or three-way.
Worked example (illustrative)
Illustrative composite: a university technology-transfer office executes a mutual NDA with a prospective industry licensee before sharing unpublished data supporting a patent-pending invention, so that both sides can discuss licensing terms without either party’s confidential business information (the university’s unpublished results; the company’s manufacturing know-how) losing trade-secret protection during the negotiation.
How this differs from a Data Use Agreement
An NDA is a general confidentiality covenant covering whatever category of non-public information the parties define — it does not, by itself, transfer or govern a specific dataset. A Data Use Agreement (DUA) is a narrower, dataset-specific instrument governing the transfer, permitted use, and re-disclosure restrictions on a particular dataset — for example the agreement required under HIPAA’s Limited Data Set provision. In practice, both instruments can apply to the same collaboration: an NDA covering general discussions, and a separate DUA covering the specific dataset actually exchanged.
Related pages
See also material transfer agreement (the equivalent instrument for physical research materials rather than information), data use agreement, and the HIPAA Privacy Rule.
References
- AUTM Guide to Confidentiality Agreements in University-Industry Interactions.
- WIPO Practical Guide for Researchers on Confidentiality and Trade Secrets.
Also known as
NDA · non-disclosure agreement · confidential disclosure agreement · CDA
Machine-readable encodings
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