Guidelines for Confidentiality Agreements
For Use in Conjunction with Contemplated Commercial Relationships Involving Northwestern University Intellectual Property
Original Issue Date: July, 2011
A Confidentiality Agreement (CDA) is a legal contract between two parties that:
- describes information, knowledge, or materials to be shared between or among the parties; and
- restricts the usage and additional disclosure of the shared information, knowledge, or materials.
Faculty, students and staff members need to sign Confidentiality Agreements (CDAs), sometimes referred to as NDAs, before disclosing potentially confidential material, knowledge, or information to third parties, or may be asked to sign them before receiving such information from third parties.
A Confidentiality Agreement is commonly signed when the University is considering entering into a business relationship with a third party and where there is a need to understand or evaluate each other’s research data and/or business processes, some of which might be proprietary or otherwise sensitive in nature.
Confidentiality Agreements and the Innovation and New Ventures Office (INVO)
Confidentiality Agreements involving the dissemination of information about the University’s intellectual property in conjunction with a contemplated commercial relationship with industry are managed by INVO. Confidentiality Agreements are binding contracts. They may be unilateral, where restrictions on use or disclosure are placed on only one of the parties, or mutual, where restrictions on use or disclosure are placed on all parties. Northwestern's unilateral CDA agreement is the preferred agreement between the University and its partners when the Innovation and New Ventures Office (INVO) is disclosing information about Northwestern intellectual property, and should be used whenever possible. However, the mutual agreement is approved for use in cases where each party will be disclosing proprietary information to the other.
Any questions regarding the use of or suggested modifications to the INVO CDA templates below should be referred to the INVO.
Please note that individuals cannot sign on behalf of Northwestern for CDAs if it relates to research conducted at Northwestern. These must be signed by the official university signatory for INVO. The employee or investigator for whom the CDA is binding will sign as "read and understood." Any CDA signed by an employee but not endorsed by a university official subjects the employee to risk should the Agreement be breached.
The templates below are for use by INVO only and should NOT be used for Material Transfer Agreements (MTA), sponsored research agreements, clinical trials or a potential collaborative research project. Please contact the Office for Sponsored Research for confidentiality agreements to be used in research projects.
Individual Consulting Agreements
Often faculty, students and staff are asked by a third party to sign a unilateral CDA to receive information from the company or other third party for consulting arrangements. Under those circumstances, we recommend that the investigator reviews the CDA with his or her personal legal counsel.
Please note that under consulting agreements individuals cannot sign mutual CDAs if it related to research conducted at Northwestern. Those agreements need to be reviewed by the Office of General Counsel
The template documents are available for download (PDF):
Please note that individual researchers do not have the authority to sign on behalf of Northwestern University