Nondisclosure Agreements (NDAs) are contracts that limit the use and disclosure of confidential information. At times, a Stanford researcher and a company may want to share or receive information that they consider confidential. These disclosures can occur in the course of discussing potential research collaborations.
Generally, the University does not sign these Nondisclosure Agreements, also known as Confidential Disclosure Agreements (CDAs) or Proprietary Information Agreements (PIAs). Stanford has an open environment and is not set up to maintain the confidentiality of discussions between a company and a researcher. Individual researchers may sign Confidentiality Agreements on their own behalf, but do not have the authority to sign for the University or their departments.
ICO will review Confidentiality Agreements related to Stanford projects for compliance with University research policies and practices. ICO’s role is advisory only, and acceptance of or suggested changes to terms should not be considered personal legal advice. More information is available from the University’s Research Policy Handbook.
Frequently Asked Questions
1. Does Stanford sign NDAs with other entities on behalf of its researchers?
No. Stanford generally does not sign NDAs on behalf of its researchers because the University does not have the resources to keep confidential information that only a few people receive. Investigators may sign NDAs for confidential information they personally receive.
2. Do Stanford employees sign NDAs as a condition of their employment at Stanford?
No. Stanford does not require its employees to sign NDAs. Stanford is an open environment that encourages sharing information.
3. Can someone at Stanford review my NDA before I sign it?
ICO can review NDAs with companies. However, the NDA is usually an agreement between the investigator and the company, so ICO does not sign on behalf of Stanford. If the PI is providing Stanford confidential information, ICO may sign as an institutional official.
Contact the Office of Sponsored Research for guidance on NDAs with nonprofit and government entities.
4. If I sign the NDA, am I liable if something goes wrong?
Yes. Investigators should carefully read the NDA and make sure they can comply with its terms before signing.
For receiving or sharing data with a company, see Data Agreements.