In the course of their Stanford work, Principal Investigators and other researchers may be asked to accept confidential, proprietary or restricted information, materials, software code or technology from a third party. The third party - a company or a government agency, for example - will require that the researcher sign a Non-Disclosure Agreement (NDA), sometimes also called a Confidential Disclosure Agreement (CDA) or Confidentiality Agreement.

These can come up in the context of several kinds of institutional arrangements, including equipment or software loans, technology licensing, data sharing agreements, or material transfer agreements. In these kinds of university agreements, a Stanford office, usually the Office of Sponsored Research or the Industrial Contracts Office, will be involved and can negotiate appropriate terms on behalf of the University.

In other cases, a third party may ask an individual at Stanford to sign such an agreement as part of an ongoing or proposed activity in which there is mutual interest, such as a clinical trial or potential collaborative research project. In these cases, the NDA is between the third party and the individual. The researcher cannot sign on behalf of Stanford University.

NOTE: Work done as part of a consulting arrangement falls outside of the individual's Stanford responsibilities. The guidance on this page does not apply to consulting arrangements.

Important points to keep in mind when reviewing NDAs between yourself and a third party

• The principle of openness in research - that is, freedom of access by all interested persons to the underlying data, to the processes, and to the final results of research - is of overriding importance at Stanford. See Stanford's Openness in Research policy for discussion of acceptable and unacceptable agreements.
  
  
• It is the responsibility of the third party to define precisely the confidential, proprietary or restricted information being shared. This cannot be left to the judgment of the individual accepting the material.
  
  
• It is the responsibility of the individual accepting the information to protect it appropriately.
  
  
• Any assertion by the third party of limits on publication of results, or restrictions on sharing based on nationality or citizenship, should be immediately questioned with the appropriate Stanford office. The offices listed at the top of this page can advise. Contact the Assistant Dean of Research for assistance.
  
  
• The acceptance of proprietary or restricted information may result in export control issues even if the information, materials, software code or technology being shared is not labeled as such. Sharing proprietary or restricted export control-listed information or technology with foreign persons, including international students or other researchers, without an export license could result in civil and criminal penalties. See Section IV of Stanford's Export Control policy.
  
  

A standard template for a Non-Disclosure Agreement is available from Stanford's Industrial Contracts Office (see http://www.stanford.edu/group/ICO/forms/index.htm).

• If the third party will agree to use this agreement, you may sign it with no further review. Be sure to keep a copy in your files.
  
  
• If the third party presents their own agreement for your signature, review its terms against those in the Stanford template. If the terms are substantively the same, you can feel comfortable signing it.
  
  

Things to look for and People to Contact

• These agreements should not contain any clauses governing intellectual property ownership. Contact the Industrial Contracts Office to review any agreement including such terms.
  
  
• If an agreement refers to export controls (references to ITAR or EAR), contact Stanford's Export Control Officer. Should you accept export-controlled information, you will need to complete this Stanford certification.
  
  
• The researcher is responsible for the acceptance and protection of the information, materials or technology being shared, and is the appropriate signer of the agreement. If the third party insists on an institutional signature, contact either the Office of Sponsored Research, or the Industrial Contracts Office.
  
  
• Other than the guidance provided here, Stanford University does not review or provide guidance related to these agreements. If you have further questions about an agreement between a third party and yourself, you may want to contact your own legal advisor.