non disclosure agreement for thesis

Confidential information thesis non-disclosure agreement

Confidential information thesis non-disclosure agreement (docx)

Use this form to:

• make a formal arrangement regarding the confidentiality of a thesis defence between the examiner and the student.

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Home Business Non-Disclosure Agreement

Non-Disclosure Agreement (NDA) Template

Use our Non-Disclosure Agreement to protect your confidential information. Begin by selecting the relationship between the parties.

• 4.7 1,102 Ratings

Updated October 27, 2023 Written by Josh Sainsbury | Reviewed by Brooke Davis

A Non-Disclosure Agreement (NDA) , also known as a confidentiality agreement, is a contract between two parties where one shares sensitive information and the other party promises to keep it confidential. Confidential information is often sensitive, technical, commercial, or valuable in nature (e.g., trade secrets or proprietary information).

Both parties sign the Confidentiality Agreement, creating a binding contract to keep the information secret. Be sure you understand how to write an NDA before drafting your own.

Non-Disclosure Agreement – By State

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• Types of Non-Disclosure Agreements

Basic/Standard Confidentiality Agreement

Unilateral (One-Way)

Independent Contractor

HIPAA Employee

Business Associate

Business Plan

Business Sale

Financial Information

Landlord-Tenant

Real Estate Buyer

Commercial Real Estate

Movie (Film)

Patent/Invention)

Trade Secret

Software Development

Website Design

Product Development

• Non-Disclosure Agreement - By State

What Is the Purpose of a Non-Disclosure Agreement?

How to write a non-disclosure agreement, sample non-disclosure agreement, frequently asked questions.

A Non-Disclosure Agreement aims to prevent confidential information from being publicly disclosed or used by any parties you share information with.

A signed NDA sets the legal framework to protect intellectual property and information from being stolen, sold, or shared with third parties, such as business competitors.

An NDA is typically used to:

• To protect sensitive information – If you or your company need to protect sensitive data, you can use an NDA, so participants are legally bound not to divulge or release the information to other parties.
• Protect patent rights – If you intend to share trade secrets, you must take reasonable steps to protect their confidentiality. An NDA is an appropriate step.
• Outline what information is confidential – An NDA classifies exclusive and personal information to avoid confusion .

Examples of situations when a company uses an NDA:

• In-depth business discussions
• Hiring employees, freelancers, or contractors
• Working with potential investors
• Supplementing other agreements

Here is a walkthrough on how to create and fill out an NDA, what are the standard clauses you should include, and what they mean:

Step 1 – Disclosing and Receiving Parties

Start your NDA by establishing the “ Parties ” to the agreement. The “ Disclosing Party ” is the individual or entity sharing information. At the same time, the “ Receiving Party ” is the individual or entity receiving information.

Confidential information has been shared in a mutual NDA (a bilateral NDA). In this agreement, both parties serve as the Disclosing and Receiving Parties.

Here’s an example of how to start an NDA and establish the Parties to the agreement. Notice that the sample NDA clause also specifies what transaction or relationship the NDA relates to:

Step 2 – Confidential Information

After the Parties have been established, specify what the Non-Disclosure Agreement protects confidential information.

Common examples of NDA-protected confidential information include:

Trade secrets

• Special formulas
• Instruments
• Software development
• Technical designs
• Customer lists
• Patent details

Business Ventures

• Affiliate deals
• Partnerships
• Real Estate
• Consultations
• Advertising and marketing
• Pricing structures
• Business and financial records

Creative Endeavors

• Documentary, TV, film, and news production
• Illustrations, graphic design, and drawings
• Inventions, prototypes, or product samples
• Visitor or factory tours
• Bachelor or bachelorette parties
• Volunteering
• Celebrity meet-and-greets
• House tours
• Original artwork

These are only a few examples of the types of information you wish to keep confidential under the protection of your NDA. Your agreement can list as many or as few confidential information as needed. Still, it would help if you were specific about what information the Receiving Party cannot disclose.

Being specific about what your NDA protects information will help it stand up in court in a legal dispute.

Step 3 – Exclusions from Confidential Information

An “ Exclusions ” clause defines what information the NDA does not protect.

Information that a Non-Disclosure Agreement can’t protect includes:

• information already in the public domain
• information the other party already has access to before the NDA
• information that is independently developed or discovered by the recipient
• information that the Disclosing Party has authorized the Receiving Party to share with the prior written consent

Read More: Understanding Confidential Information in NDAs

Oral information can be deemed confidential if confirmed in writing within a specific time frame after being disclosed.

Here’s an example of what your Exclusions clause should look like:

Step 4 – Non-Disclosure Obligations

The bulk of your NDA will comprise Non-Disclosure Obligations , which outline the Receiving Party’s obligations to the Disclosing Party’s information.

Rather than being a single clause, this section will likely comprise multiple clauses that detail various obligations.

This section will start with a clause like in the example below, which states the general obligation of the Receiving Party to keep the confidential information quiet.

Depending on your needs, you can add additional clauses to this section of your NDA. Here are some other provisions you may choose to include in your Non-Disclosure Obligations section:

1. Non-Disclosure of Transaction : the Receiving Party promises not to let others know that:

• The Disclosing Party has shared or used Confidential Information.
• A transaction is being discussed or negotiated.
• A transaction has taken place, including the details of the relationship.

2. Non-Solicitation : either party may prevent the other from soliciting or offering employment to the other party’s employees or diverting business from the other party.

3. Non-compete : Parties agree not to engage in business activities directly competing with the other party. Many companies have partners and employees sign NDAs and non-compete agreements separately.

4. Non-Circumvention : if the Disclosing Party shares business contacts, a non-circumvention clause prevents the Receiving Party from bypassing the agreement and directly doing business or engaging with those contacts.

In the NDA sample below, you can see how these clauses may look in an agreement:

You may include only a few examples of Obligation clauses in your NDA.

Step 5 – Time Frame / Termination

The NDA should explicitly state how long it remains in effect. The Time Frame includes when the promise to keep confidential information secret begins (the “ Effective Date “) and the duration in which the protected information must not be shared with others (the “ Disclosure Period “).

Usually, the Parties agree to when the term of the agreement will end (known as the “ Termination ” provision). For example, the Non-Disclosure Agreement could terminate when:

• The agreement expires
• The transaction is completed, or
• A specific period has passed.

Step 6 – Jurisdiction

The Jurisdiction clause establishes which state’s laws govern the Confidentiality Agreement. Suppose confidential information is leaked or inappropriately used by one party, and a lawsuit ensues. In that case, the laws of the agreed-upon state will apply, and any trials or hearings will occur there.

Ensure you understand state laws when writing a Non-Disclosure Agreement. Some states don’t honor certain kinds of NDA clauses. For example, California doesn’t honor non-compete clauses in most situations. Ensure your NDA template follows state laws, and you’ll avoid problems later.

Step 7 –  Signatures

Finally, your NDA needs to include the signatures of all Parties and their Representatives.

Representatives are other people (i.e., directors, officers, employees, agents, or advisors) who may share, receive, or protect the information in pursuit of the Transaction specified in the NDA.

Here’s an example of the Disclosing Party’s signature section:

Directly below this is the Receiving Party’s signature section, which is identical.

Step 8 – Additional Clauses

Every NDA will look different depending on the nature of the transaction, relationship, and information being specified. There are additional clauses you may choose to include in your Confidentiality Agreement:

• Remedies : stipulates the consequences of breaking the NDA
• No License:  provides that the NDA doesn’t give either party any patent, copyright, or ownership of the information provided.
• Severability : states that if one part of the NDA is ruled invalid in court, that part will be removed, and the rest of the agreement remains valid.
• Amendments : notes that the NDA may be amended at any time.

You don’t need a lawyer to complete an NDA agreement template, but working with an attorney can help. If you have questions about adjusting or adding to your NDA, consulting a lawyer will ensure your agreement is legally sound.

The following confidentiality agreement sample is an excellent example of how you can structure your basic NDA agreement template. You can also check out our other NDA templates for samples.

• What should an NDA include?
• NDA vs. Non Compete
• NDA vs. Confidentiality Agreement

Can I handwrite an NDA?

What should a Non-Disclosure Agreement include?

Your Non-Disclosure Agreement is applicable as long as you agree with the other party/parties involved. Typically, a standard NDA ranges from one to five years; however, depending on the information to be kept confidential, an NDA can be indefinite.

What’s the Difference Between a Non-Compete and a Non-Disclosure Agreement?

The primary difference between a non-compete and a non-disclosure agreement is the business activities they intend to restrict.

• A non-compete agreement prohibits one party from doing business that competes with the other party . For instance, it prevents one party from hiring the other’s employees and business contacts and working with competing companies.
• A non-disclosure agreement prevents one or both parties from using or leaking sensitive information learned in negotiations or business relationships.

These documents get confused because non-disclosure agreements often include a non-compete clause. Businesses bundle the non-compete clause into the non-disclosure agreement because it’s easier to sign one document than two.

What’s the Difference Between a Non-Disclosure Agreement and a Confidentiality Agreement?

There is no difference between a non-disclosure agreement (NDA) and a confidentiality agreement . Non-disclosure and confidentiality agreements protect confidential information from being shared with third parties.

In other words, these documents’ titles come down to preference because they both serve the same legal function. Some other names people use interchangeably with confidentiality and non-disclosure agreements include:

• Secrecy Agreement
• Confidential Disclosure Agreement (CDA)
• Proprietary Information Agreement (PIA)

You may see a non-disclosure or confidentiality clause in other legal documents. For example, most independent contractor agreements outline the terms of a project and include a clause stating that any information shared is confidential.

You should not handwrite an NDA. Handwritten contracts are often dismissed in court because they are messy or incomplete. Always write NDAs digitally and print them out if you need a physical copy.

Related Documents

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• Purchase Agreement : Outlines the terms and conditions of an item sale.
• Letter of Intent : Use this document to declare your interest in a potential sale.
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The document above is a sample. Please note that the language you see here may change depending on your answers to the document questionnaire.

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• Non-Disclosure Agreement

Non-Disclosure Agreement (NDA) Template

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A non-disclosure agreement (NDA) is a legally binding contract designed to protect confidential information from being disclosed. Commonly employed in business contexts, NDAs are used when a new employee, potential investor, or partner gains access to sensitive information. This legal instrument fosters collaboration and trust among businesses and individuals by safeguarding their competitive advantage from the potential misuse of shared information.

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NDAs: By Type (7)

Download: PDF , Word (.docx)

Download: PDF | Word

Unilateral vs Bilateral NDAs

• Unilateral Agreement – In this arrangement, only one party (the “Disclosing Party”) shares confidential information, while the other party (the “Receiving Party”) receives it. This is the most common type of agreement and is often used when companies hire new employees, share business plans, or protect patients’ information in healthcare settings, among other scenarios.
• Bilateral (Mutual) Agreement – In this case, both parties exchange confidential information with each other. Though less common than Unilateral Agreements, Bilateral Agreements are frequently employed in business contexts, such as during mergers or to establish trust between two companies engaged in a collaborative endeavor.

What Is a Trade Secret?

A trade secret refers to a form of intellectual property owned by an individual or a company. It encompasses methods, devices, techniques, formulas, patterns, compilations, or other assets that provide the creator or discoverer with a competitive advantage in the market.

Examples of trade secrets include:

• A client’s customer list
• The unique formula of WD-40
• A startup’s strategic business plan
• Blueprints for a product under development
• YouTube’s proprietary algorithm for video recommendations

When to Sign an NDA?

1. hiring a freelancer, 2. mergers, sales, and acquisitions, 3. potential investors, 4. hiring new employees.

Freelancers offer valuable expertise for startups and established companies, allowing for flexible project work without hiring permanent staff. However, the competitive freelance market may lead to less loyalty to a single employer.

To safeguard sensitive information, employers should require freelancers to sign an employment-specific Non-Disclosure Agreement. This legal document protects proprietary information and intellectual property while securely utilizing freelancers’ unique skills.

When a company considers a sale or merger, it must disclose confidential information such as organizational structure, finances, assets, and client relationships. This data helps the acquiring company make informed decisions. An NDA offers contractual protection, limiting unauthorized use of disclosed information.

However, before sharing sensitive data, companies should carefully evaluate prospective partners and exercise caution, as pursuing legal action in case of an NDA breach may require significant time and financial investment.

Using NDAs with potential investors can be difficult, as most are reluctant to sign them due to the high volume of business proposals they encounter. In the tech sector, however, NDAs are more common because proprietary information leaks can have severe consequences. As a result, tech entrepreneurs often require NDAs before pitching ideas.

In short, requesting an NDA from investors is reasonable, especially for highly innovative or sensitive information, but be prepared that many investors may refuse to sign.

NDAs are commonly used when hiring new employees with access to confidential information, especially in competitive startup environments. When there’s a risk of employees obtaining trade secrets, having them sign an NDA is wise. It provides legal recourse in case of a breach and clarifies what information they can and cannot share with third parties.

What to Include

Names & Addresses of the Parties

This section establishes who the entities exchanging information are. Any third (3rd) parties should be included here as well. This can include coworkers, organizations, freelancers, or any other person or group who may be authorized to learn the information.

Definition of “Confidential Information”

Striking a balance between overly broad and excessively specific definitions of confidential information is crucial. The Disclosing Party often prefers expansive terms to prevent potential unauthorized sharing, while the Receiving Party seeks precise and clearly defined information to understand sharing limitations.

Non-Confidential Information

This clause outlines information exempt from confidentiality restrictions, such as knowledge acquired prior to the agreement, publicly available information, data shared by an unbound third party, or insights developed independently without using confidential information.

Receiving Party’s Obligations

This section specifies the Receiving Party’s confidentiality requirements, the methods for maintaining secrecy, and any actions they must take during or at the termination of the agreement.

Term (Duration) of the Agreement

The duration of the agreement may range from one year to indefinite, depending on factors like the industry, information type, parties involved, and the cost of preserving trade secrets.

Severability Clause

A general statement indicating that if any provision of the agreement is unenforceable or inapplicable, it does not affect the validity of the remaining agreement.

Relationships

This clause clarifies that the parties are not partners, part of a joint venture, or employees of one another.

Integration

This section affirms that the agreement supersedes all prior agreements between the parties and can only be amended with the unanimous consent of all parties involved.

The waiver clause protects a party’s right to enforce the agreement even if they failed to do so previously. For instance, if the Receiving Party breaches the agreement and the Disclosing Party does not enforce it initially, the waiver clause allows them to take action in case of a future breach.

Governing Law

This clause specifies the state laws that regulate and enforce the contract.

Signatures of the Parties

This section of the agreement establishes the parties’ obligation to comply with the stipulated terms and conditions. It is mandatory for all participating parties to sign the contract. To enhance legal enforceability, it is highly advised that the agreement be signed in the presence of a notary public.

Frequently Asked Questions (FAQ)

The following are the answers to questions commonly asked regarding NDA’s:

• Is it possible to get around an NDA?

What Happens if an NDA is Broken?

What if the learned trade secrets are illegal, is it possible to “get around” an nda.

Yes, it is possible to circumvent an NDA, provided there is a justifiable, defensible reason. The following scenarios might offer a legal basis for exiting an NDA:

1. Lack of Consideration

In contract law, consideration refers to the benefits each party receives for fulfilling their contractual obligations. Both parties must receive something in exchange for signing the agreement. If no consideration was provided, this could be a valid reason to exit the NDA.

2. Breach of Contract

If one party breaches a bilateral (two-way) NDA by sharing information with an outside party, it may be reasonable to assume that the other party can also share the learned information without consequences.

3. Overly Restrictive NDA

An NDA should not unduly restrict the receiving party’s ability to seek new employment opportunities. Contracts containing excessively broad and ambiguous terms are often not upheld in court. An NDA’s primary purpose is to limit information sharing, not function as a non-compete agreement.

4. Termination Clause

The NDA may contain a termination clause specifying the contract’s end date or the conditions under which the parties can terminate the agreement. Once the NDA expires, the receiving party is no longer obligated to keep the information confidential.

When an NDA is breached, consequences can range from mild to severe, depending on factors like the breach’s severity and the parties’ intentions. In some cases, the other party may agree to dissolve the contract. Lawsuits, arrests, or copyright infringement claims can arise in more severe cases.

NDAs cannot cover up illegal activities. For instance, if John signs an NDA to work for a toy manufacturer and later discovers the toys contain illegal, cancer-causing ingredients, he can still disclose this information without breaching the contract.

John can safely disclose the information to a government official or attorney, in a sealed lawsuit, or when arguing against retaliation by the fraudulent company. He must still make efforts to protect the company’s trade secrets while revealing the aforementioned illegal activities.

The Defend Trade Secrets Act (DTSA) protects whistleblowers bound by NDAs in such situations.

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Non-Disclosure Agreement Template

Free Non-Disclosure Agreement Template Document

What is a non-disclosure agreement (nda), and why is it important.

Rather than getting someone to swear or pinky promise that they’ll keep a secret, a non-disclosure agreement binds them to secrecy through a formal document that requires a signature.

The person presenting the NDA is known as the discloser, while the person receiving the NDA is the receiver.

DISCLAIMER : We are not lawyers or a law firm and we do not provide legal, business or tax advice. We recommend you consult a lawyer or other appropriate professional before using any templates or agreements from this website.

Grab a copy of our non-disclosure agreement templates

Best practices when using a confidentiality template form, 1. recognize the responsibility, 2. be pre-emptive, 3. standardize your agreement, grab a copy of our non-disclosure agreement template, faq about our non-disclosure agreement template, confidential information, return of confidential information, governing law, signature and date, related proposals and templates.

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Non-Disclosure Agreements (often called a “NDA” or "CDA")

A Non-Disclosure Agreement (NDA) or Confidential Disclosure Agreement (CDA) should be put in place prior to sharing any valuable or private information, knowledge or research results with a third party (for example, unpublished research data, details about new intellectual property, or non-public costs and prices). This will ensure that the other party keeps such information secret and will allow the parties to hold open discussions, without the fear of the disclosed information being misused or shared with anyone else by the other party. This page sets out the contracting process and provides the relevant template agreement where you wish to hold confidential discussions with a third party.

Outgoing NDAs

The RIS Contracts Team has prepared a standard NDA which can be used where discussions are taking place between the University and one or more third parties. This NDA is reciprocal, so it protects all the parties’ respective confidential information where more than one party is disclosing its confidential information.

The NDA template can be signed by a local authorised signatory (e.g. the Pro-Dean for Research, Head of School or, where devolved authority has been issued by RIS, a Research and Innovation Development Manager or other equivalent (a “Business Lead”), provided no substantive contractual amendments have been made. This means that blanks highlighted in the document (i.e. describing the proposed field of discussions and the recipient(s)) should be filled in, but the remainder of the document should not be modified. A final signed copy in electronic format, stating who the Principal Investigator is, should be sent to the RIS Contracts Team for archiving purposes at the following address [email protected] . If modifications to contractual wording in the template NDA are required, the NDA will need to be reviewed by the RIS Contracts Team , and must not be signed by a local authorised signatory (instead it will be signed by a RIS signatory). Please note that this will lengthen the time required to complete the NDA. We would therefore encourage the use of the NDA without amendment.

Incoming NDAs

If the third party you are holding discussions with provides its own template NDA for review, this will need to be reviewed by the RIS Contracts Team unless you are supported by a Business Lead with devolved authority from RIS to review and sign non-standard NDAs. Please use our guide on how to engage the Contracts Team to ensure that your request can be dealt with smoothly. Please note that the RIS Contracts Team deals with a high volume of contractual matters and usually needs to prioritise cash-bearing research contracts above contracts such as NDAs. Review of incoming NDAs may therefore be delayed in order to prioritise other matters. In order to avoid the need for RIS to review and to allow you to obtain signature locally, we would suggest that the University’s template NDA is used as a starting point and that enquiries are made with the other party / parties as to whether they are willing to use the University’s standard NDA, instead of their own document. A final signed copy in electronic format, stating who the Principal Investigator is, should be sent to the RIS Contracts Team for archiving purposes at the following address [email protected] .

I am a Business Lead, how can I obtain approval to review and approve NDAs?

Business Leads are able to obtain delegated authority to review and approve (i) amendments to the University’s standard NDAs and (ii) external NDAs received from a third party. If you are a Business Lead and wish to receive the necessary training to allow you to review NDAs, and receive delegated authority to approve these on behalf of the University, please contact the RIS Contracts Team .

For those Business Leads who have received delegated authority to review and approve NDAs, the templates displayed on this page may be used. Large deviations from the text should be checked with the RIS Contracts Team. Minor changes are permissible at the discretion of the delegate and responsibility for such changes, rests with the delegate. A final signed copy in electronic format, stating who the Principal Investigator is, should be sent to the RIS Contracts Team for archiving purposes at the following address [email protected] .

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Sample confidentiality/non-disclosure agreement.

Student Non-Disclosure Agreement (NDA)

The student non-disclosure agreement is for Universities, colleges, research labs and similar institutions often engage the services of students as researchers or assistants and want to make sure they don’t reveal trade secrets without permission. This agreement accomplishes just that. For-profit businesses that hire students under work/study programs or as regular employees should use the employee NDA and likewise with internships to use the internship NDA .

In consideration of being given access to information that will be valuable for my research or study in the area of: [describe] by [full name of university or college] (“Disclosing Party”), I agree as follows:

1. Trade Secrets

I understand that during the course of my study and/or research there may be disclosed to me or I may gain access to trade secrets and other proprietary or confidential information of Disclosing Party. This includes, but is not limited to:

(a) technical information concerning Disclosing Party’s research projects, technical memoranda and correspondence, formulas, designs, devices, diagrams, software code, test results, processes, inventions; and

(b) Disclosing Party’s business information, including cost information, accounting and unpublished financial information, business plans, customer lists and customer information, purchasing techniques, supplier lists and supplier information and marketing, production or merchandising systems or plans.

2. Nondisclosure of Trade Secrets

I will keep Disclosing Party’s trade secrets, whether or not prepared or developed by me, in the strictest confidence. I will not disclose such secrets to anyone outside the Disclosing Party without the Disclosing Party’s prior written consent. Nor will I make use of any Disclosing Party trade secrets for my own purposes or the benefit of anyone other than Disclosing Party without Disclosing Party’s prior written consent.

However, I have no obligation to treat as confidential any information which:

(a) was in my possession or known to me, without an obligation to keep it confidential, before such information was disclosed to me by Disclosing Party;

(b) is or becomes public knowledge through a source other than me and through no fault of Employee, or

(c) is or becomes lawfully available to me from a source other than Disclosing Party.

3. Return of Materials

When my research or study with Disclosing Party ends, for whatever reason, I will promptly deliver to Disclosing Party all originals and copies of all documents, records, software programs, media and other materials containing any of Disclosing Party’s trade secrets. I will also return to the Disclosing Party all equipment, files, software programs and other personal property belonging to Disclosing Party.

4. Review of Papers or Publications

For a period of years, I will submit to [Name] a full and complete draft of any papers, reports or proposed publications that include any information derived from my research or study with Disclosing Party for its review. I shall disguise or excise from this material any data that the Disclosing Party identifies as too sensitive to disclose.

5. Duration of Confidentiality Obligation

My obligation to maintain the confidentiality and security of the Disclosing Party’s trade secrets continues for so long as such material remains a trade secret.

6. General Provisions

(a) Relationships: Nothing contained in this Agreement shall be deemed to make me a partner, joint venturer or employee of the Disclosing Party for any purpose.

(b) Severability: If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to effect the intent of Disclosing Party and myself.

(c) Integration: This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended except in a writing signed by both the Disclosing Party and myself.

(d) Waiver: The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.

(e) Injunctive Relief: I acknowledge that any misappropriation of any of the Confidential Information in violation of this Agreement may cause Disclosing Party irreparable harm, the amount of which may be difficult to ascertain, and therefore agree that Disclosing Party shall have the right to apply to a court of competent jurisdiction for an order enjoining any such further misappropriation and for such other relief as Disclosing Party deems appropriate. This right is to be in addition to the remedies otherwise available to Disclosing Party.

(f) Indemnity: I agree to indemnify Disclosing Party against any and all losses, damages, claims or expenses incurred or suffered by Disclosing Party as a result of my breach of this Agreement.

(g) Attorney Fees and Expenses: In a dispute arising out of or related to this Agreement, the prevailing party shall have the right to collect from the other party its reasonable attorney fees and costs and necessary expenditures.

(h) Governing Law. This Agreement shall be governed in accordance with the laws of the State of _______________________.

(i) Jurisdiction. I consent to the exclusive jurisdiction and venue of the federal and state courts located in [insert county and state in which parties agree to litigate] in any action arising out of or relating to this Agreement. I waive any other venue to which I might be entitled by domicile or otherwise.

(j) Successors & Assigns. This Agreement shall bind each party’s heirs, successors and assigns. Disclosing Party may assign this Agreement to any party at any time. I shall not assign any of its rights or obligations under this Agreement without Disclosing Party’s prior written consent. Any assignment or transfer in violation of this section shall be void.

7. Signature I have carefully read and considered all clauses of this Agreement and agree that all of the restrictions set forth are fair and reasonably required to protect the Disclosing Party’s interests. I have received a copy of this Agreement and with my signature agree to its terms.

Student’s Name _________________________

Signature _________________________

Date _________________________

How to Write

1. Introductory Paragraph

In the first paragraph describe briefly the general area of study or research the student will be involved in. Then provide the full name of the college, university or other institution. For the sake of convenience, this entity is called the “disclosing party” in the rest of the agreement.

2. Trade Secrets

This paragraph describes in general terms the types of information the student may not disclose without prior permission. This includes both technical information and business information. There is nothing to add here.

3. Nondisclosure of Trade Secrets

This paragraph requires the student to keep the disclosing party’s trade secrets confidential. This clause explains, however, that the student’s nondisclosure obligation does not extend to:

• information the student knew before studying with disclosing party;
• information learned from sources outside the disclosing party; or
• information that is public knowledge (so long as the employee didn’t make it public).

4. Return of Materials

This paragraph requires the student to return all trade secret materials to the disclosing party when the term of research or study ends. There is nothing to add here.

5. Review of Papers or Publications

This paragraph requires the student to submit to a named individual any papers or proposed publications. This way you can make sure they don’t contain any trade secrets you don’t want to be published or otherwise disclosed to the public.

6. Duration of Confidentiality Obligation

This paragraph provides that the student’s obligation to maintain the confidentiality of the trade secrets lasts as long as the information remains a trade secret.

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Handle a Non-disclosure Agreement

Categories:

• Award Management
• Regulatory Compliance

A company may ask you to sign a non-disclosure agreement (NDA) to discuss a possible research project at Stanford. If you understand the NDA terms and are comfortable complying with them, you may sign on your own behalf.  Individual researchers do not have the authority to sign on behalf of the University or their departments.

Stanford generally does not sign NDAs (also called CDAs), as the University has an open environment and is not set up to maintain confidentiality.  If the agreement is related to your work at Stanford, the Industrial Contracts Office will review it for compliance with University research policies.

See more information on industry NDAs  here . 

NDAs relating to industry clinical trials may be signed by the university, as many university personnel may need to review the trial protocol.  See more information on Industry Funded Clinical trials  here .

Created: 11.27.2020

Updated: 04.27.2024

As the nation’s largest public research university, the Office of the Vice President for Research (OVPR) aims to catalyze, support and safeguard U-M research and scholarship activity.

The Office of the Vice President for Research oversees a variety of interdisciplinary units that collaborate with faculty, staff, students and external partners to catalyze, support and safeguard research and scholarship activity.

ORSP manages pre-award and some post-award research activity for U-M. We review contracts for sponsored projects applying regulatory, statutory and organizational knowledge to balance the university's mission, the sponsor's objectives, and the investigator's intellectual pursuits.

Ethics and compliance in research covers a broad range of activity from general guidelines about conducting research responsibly to specific regulations governing a type of research (e.g., human subjects research, export controls, conflict of interest).

eResearch is U-M's site for electronic research administration. Access: Regulatory Management (for IRB or IBC rDNA applications); Proposal Management (eRPM) for the e-routing, approval, and submission of proposals (PAFs) and Unfunded Agreements (UFAs) to external entities); and Animal Management (for IACUC protocols and ULAM).

Sponsored Programs manages the post-award financial activities of U-M's research enterprise and other sponsored activities to ensure compliance with applicable federal, state, and local laws as well as sponsor regulations. The Office of Contract Administration (OCA) is also part of the Office of Finance - Sponsored Programs.

Ethics & Compliance

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• A-Z Index and Glossary

Non-disclosure Agreement (NDA)

A  non-disclosure agreement (NDA) is a legal contract between at least two parties to share confidential material, knowledge, or information.  ORSP negotiates NDAs for research activity involving U-M and are completed via an Unfunded Agreement (UFA) form in the eResearch Proposal Management (eRPM) system.

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Non-disclosure/confidentiality

Almost every company or organization has information that must not fall into the hands of third parties or competitors. If you do an internship or carry out research at a company or organization, you could have access to this information. To stop you from disclosing confidential information, a company or organization may require you to keep such information secret. What information is confidential will differ from one company or organization to another. It could be anything: information of a commercial, technical or financial nature. It will usually be information that is of value to competitors.

A duty of confidentiality is commonly laid down in a clause in the internship or graduation agreement or in a separate agreement - usually referred to as a non-disclosure agreement (NDA) or confidentiality agreement - that in some cases has to be signed in addition to the internship or graduation agreement.

Before signing an internship or graduation agreement and/or NDA it is important to check the duty of confidentiality against the following points:

The requirement of access to and retention of internship reports and final theses Your internship or graduation project concludes with an internship report or final thesis that has to be submitted to your TU/e supervisor(s) and/or the thesis committee for assessment. It must also be possible to submit the internship report or final thesis for quality-control purposes to the Examination Committee and/or the review committee (NVAO). The duty of confidentiality laid down in the internship or graduation agreement and/or NDA must not be phrased in such a way that the TU/e supervisor(s) and members of the thesis committee, Examination Committee and/or review committee are wholly or partly unable to read your report or thesis. An example of a clause that is unacceptable: 'Following assessment, all confidential documents (with the exception of one copy for filing in the internship provider's secure records) relating to the internship project shall be returned to the internship provider by the student and/or destroyed on the instructions of the internship provider.' The result of this clause is that the Examination Committee would not be able exercise its duty and power to guarantee the quality of your final assessment (i.e. your internship report or final thesis), and your degree certificate could therefore not be issued.  

Time limit A duty of confidentiality has a time limit. A company will usually require you not to share any confidential information with third parties during the internship or graduation project and for a certain number of years after its completion. TU/e does not accept perpetual confidentiality in relation to internship reports and final thesis. TU/e policy is that internship reports and final theses must be openly available. If a company nevertheless wishes to impose a temporary embargo, TU/e will accept a maximum confidentiality period of two years. An example of a clause that is unacceptable: 'The student is not permitted to publish articles about, or in relation to, confidential data on the project or publicly disclose anything on the subject in any form.' This clause does not state any time limit, which means that the duty of confidentiality is perpetual. Ensure, therefore, that the internship agreement states a time limit on the duty of confidentiality in relation to internship reports and final theses. Time limit for final theses TU/e has a fixed policy on final theses. In brief, this is as follows:

• A final thesis must be placed/published in the TU/e library.
• If a company or organization considers that commercial interests could be harmed by publication of the thesis, it may impose a temporary embargo for a maximum of two years. This means that the thesis must not be published, and therefore must not be placed in the TU/e library, for two years.
• If the company/organization deems it necessary to impose an embargo for more than two years, the company/organization will have to submit a substantiated request to the dean of the department. The dean may decide to extend the confidentiality period by a maximum of another 3 years. 

Non-Disclosure Agreement

Please read this NDA. We ask you to agree to it in order to write your thesis at our chair, because we operate with sensible or very expensive data.

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Non-Disclosure Agreement (NDA)

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A Non-Disclosure Agreement is a document that is used to protect confidential information that is disclosed by individuals or businesses in pursuance of a business relationship. It creates an enforceable agreement between the parties that they will not disclose or use the confidential information for any purpose other than the purpose of the business relationship.

It can be used either when only one party is disclosing confidential information (a "one way" disclosure) or when both parties are disclosing confidential information (a "two way" disclosure).

How to use this document

If only one party is disclosing confidential information, then the party disclosing the information usually drafts the Non-Disclosure Agreement. If both parties are disclosing confidential information, then either party may draft the Non-Disclosure Agreement.

The user should enter all the information required to complete the document. Once completed, the user should print at least three (3) copies of the document. Once the document has been printed and the attachments attached, if any, the parties should review and, if everything is found to be correct, sign all original copies of the document .

Notarizing the document

If the parties want to acknowledge the document, this document also contains an Acknowledgment. An Acknowledgment is an act of a person before a notary public stating that the signature on a document was voluntarily affixed by him and he executed the document as his free and voluntary act . Acknowledging the document is optional however, a document that is acknowledged before a notary public turns the document into a public document . Public documents are generally self-authenticating , meaning no other evidence will be needed to prove the execution of the document. Notarizing a Non-Disclosure Agreement is not mandatory .

If the document will be acknowledged, the parties should present themselves before a notary public with all the copies of the document and swear an oath to the foregoing. The parties should also bring a competent form of identification , such as a passport or driver's license. A competent form of identification is a current identification document bearing the photograph and signature of the respective party and should have been issued by an official agency .

If the document is acknowledged, the notary public will keep one original copy of the document. Both parties should each keep a copy of the document for their records.

Applicable law

The general laws on Contracts and Obligations found in the Civil Code of the Philippines are applicable. While there is no independent law that protects trade secrets, the Intellectual Property Code (Republic Act No. 8293) , the Securities Regulation Code of 2000 , the National Internal Revenue Code , the Toxic Substances and Hazardous and Nuclear Wastes Control Act of 1990 (Republic Act No. 6969), the Consumer Protection Act (Republic Act No. 7394), and the Revised Penal Code are some of the laws that offer protection to trade secrets.

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A guide to help you: What are the Consequences of Breaching a Confidentiality Agreement or NDA?

Other names for the document:

Non-Disclosure Agreement, Confidentiality Agreement, Confidentiality and Non-Disclosure Agreement, Secrecy Agreement, Proprietary Information Agreement

Country: Philippines

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Information on external student theses or research papers

In case you are interested in writing your student paper or thesis in cooperation with an external company or university please contact the course guidance or Professor. The approval of the course guidance advisor and the consent of a member of academic staff to suvervise your external work are mandatory before you may settle an arrangement with any company or institution.

An external student thesis or research paper has to include a final presentation and a final follow-up meeting with your external supervisor at the Institute for Automotive Engineering (ika) in Aachen.

In case of an external student thesis or research paper the faculty has determined that no external company or institution may request the student or university to sign a non-disclosure agreement. If this is the case, the student has to discuss this matter and any possibilities for exceptions with his supervisor at ika before accepting the contract. In case of an exception, the non-disclosure agreement issued by RWTH Aachen University is mandatory.

Please also notice the required faculty forms . The appropriate form has to be signed by your external supervisor and yourself in order to be approved by the faculty.

If you have any further questions, please contact This email address is being protected from spambots. You need JavaScript enabled to view it. .

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