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Management of Non-Disclosure Agreements
It is common for employees to be asked to sign a Non-Disclosure Agreement (“NDA”) before engaging in conversations with a third party related to scholarly or research purposes. NDAs naming the University as a party must be reviewed by appropriate University staff and signed by the Comptroller or an authorized delegate. The University might not be able to agree to certain terms within the NDA due to internal policies or state and federal laws. In addition, the University may not want to agree to other terms because they are contrary to the University’s academic research mission. The “fine print” can obligate individuals or the University to terms that may:
- prevent or delay publication rights;
- not adequately protect University confidential information;
- overpromise confidentiality of sponsor information;
- have an overly burdensome or indefinite confidentiality period;
- convey ownership of information or items shared with the other party; or
- open the University or the individual to increased legal liability
It is also common for a faculty member visiting a potential corporate sponsor to be asked to sign an NDA before there is an exchange of information. If the faculty member is acting as an independent consultant—outside his or her University role—the University should not be a party to the NDA. Rather, the faculty member would sign the NDA in their name only. If the faculty member is visiting a potential sponsor or company in their University capacity, then the University should be a party to the NDA. In that case, the NDA must be forwarded to the appropriate University office authorized to review and sign NDAs. NDAs related to research or sponsored programs should be forwarded to the Office of Sponsored Programs. A faculty member is not authorized to sign an NDA for the University. No employee is authorized to sign an NDA unless the Comptroller’s signature authority has been specifically delegated.
If there is no time for University staff to review the NDA in advance of the visit or meeting, the faculty member may sign the NDA, but only in an individual capacity and not on behalf of the University. All references to the University in the agreement must be deleted, and the faculty member should write “individually” after his or her signature.
The Office of Sponsored Programs negotiators are trained in reviewing and managing the terms in an NDA.