A Confidentiality Agreement (NDA) or Confidentiality Agreement (CDA) is a legally binding contract between parties who wish to disclose confidential information to each other but wish to prevent the disclosure of this information to third parties. This may include, for example. B, any type of business or proprietary information that is not publicly available, intellectual property, unpublished research results or trade secrets. A NOA request may come from any party that wishes to protect its confidential information, but wishes to be able to freely discuss ideas with another party, without worrying that the information may be misappropriated or disclosed without its consent. Since confidentiality agreements are binding contracts, agreements should be signed by an approved signatory to Northwestern University. Secrecy is the most effective way to protect confidential information, sensitive issues and new ideas. However, if some disclosure is required, the use of confidentiality agreements or confidentiality agreements (NDA) is now on the agenda and the university`s policy is to use ARs to regulate and control the disclosure of confidential information. This is important to protect the university from risks and reduce all commitments, it is also the first link in the chain of evidence when it comes to future collaborative and/or commercial activities with outside parties or the exploitation of intellectual property. The university`s IP consultants maintain a number of NOA materials. These are generally prepared and negotiated through specialized IP consultants (who also maintain a database and registration of all NDAs for future references) or if the NOA relates to a major transaction or a sensitive issue for which other contractual documents are required or may be required, you can get additional support from the legal department (internal access only) or Matthew Jackson (university lawyer) and Melissa Rose (University Legal Officer). In order to avoid any doubt, staff and students are not allowed to enter or sign NDAs with third parties on behalf of the university. A Confidential Disclosure Agreement [CDA), also known as the Confidentiality Agreement (NDA), is a legal agreement between at least two parties, which describes information that the parties wish to share for evaluation purposes, but which wish to restrict wider use and dissemination. The parties undertake not to disclose the non-public information covered by the agreement.

CDAs are often performed when two parties are considering a relationship/cooperation and must understand the processes, methods or technologies of the other party only for the purpose of assessing the potential of a future relationship. This guide does not apply to information exchanged by a university researcher as part of an independent advisory agreement. In such cases, the researcher acts as an individual and signs the NDA in his own name. A university researcher who receives export-controlled information under an independent advisory agreement should not bring information to the campus or use it in a “random” manner with university ownership. The university does not verify or provide any guidance in relation to the guidance agreements. A university researcher working as an independent consultant could seek legal advice when considering an NDA from a third party. Confidential or proprietary information may be available in many different forms. It can consist of notes, test procedures, trade secrets, formulas, test data, specifications, know-how, software, etc. One of the important attributes of this information is its unavailability and unavailability to the public.