When a company is discussing potential research collaborations with a UCSB researchers, the company may express the need to share some information that it considers proprietary or confidential in order to allow for an effective and robust discussion. In such circumstances, the company may ask that the parties enter into a Non-Disclosure Agreement (NDA), alternately called a Confidentiality Agreement, in order to protect the company’s pre-existing proprietary information.
Like both Research Agreements and Material Transfer Agreements, Non-Disclosure Agreements can contain terms that can negatively impact a research program. Additionally, many NDAs are written from a perspective of a business-to-business (B2B) environment, making for some inherent disconnects when the terms are applied to a public university. Consequently, it is critical that all NDAs be carefully reviewed by the MTA/NDA Officer to ensure the terms are acceptable both from an institutional perspective as well as from a perspective specific to the contemplated research collaborations. If the non-disclosure agreement’s purpose is to allow the researcher and the company to discuss a potential research project that will be conducted as a University project, then an appropriate person in the UCSB Office of Technology & Industry Alliances, not the individual researcher, should sign the non-disclosure agreement.
If a confidentiality agreement is sought, please contact our Industry Contracts Team.