While confidential discussions and exchanges of information between parties are routine and commonplace in the private sector, such are not the norm of our open research environment at the University. However, there are instances where it is appropriate for the University to enter into an NDA with another party in the context of research and research collaborations.
In most instances, the need for an NDA arises when a company is discussing potential research collaborations with a UCSB researcher, and the company expresses need to share some information that it considers proprietary or confidential in order to allow for effective and robust discussions. In these circumstances, the company may ask that the parties enter into a formal legal agreement in order to protect the confidentiality of the company’s pre-existing proprietary information. The agreement may be labeled a Non-Disclosure Agreement (NDA), a Confidential Disclosure Agreement (CDA) or a Confidentiality Agreement.
At a minimum, the NDA will contain terms that will require that University recipients of confidential information maintain the confidentiality of any information shared under the NDA. For both parties’ protection, the company will be required to identify information that it considers confidential both in verbal discussions and in writing.
Like Sponsored Research Agreements and Material Transfer Agreements, Non-Disclosure Agreements can contain terms that will 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 the University environment. The Office of Technology & Industry Alliances must review all NDAs to ensure that the legal terms are appropriate and manageable for the University environment.
In some instances, a company may be able to meaningfully discuss a research collaboration with a UCSB researcher to the point where they are ready to move forward with a Sponsored Research Agreement without need to share confidential information in the discussions. In those cases, the parties can look to cover provisions protecting the company’s confidential information shared under the collaboration in the terms of the Sponsored Research Agreement, eliminating the need for a separate NDA.
Please note: It is critical that all NDAs be carefully reviewed by our 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.
Please also send any NDA document that has been sent by the collaborator/provider. The Office of Technology & Industry Alliances can also draft the NDA should a company either not have a draft NDA or be interested in working from UCSB’s template to cover discussions under which confidential information is to be shared.
Please note that frequently, a UCSB researcher is asked to sign the NDA by a company or a collaborating research institution. However, the NDA is a binding contract to the University and the official signature can only come from those at UCSB who are charged with the task of reviewing them and who have been delegated authority to bind the Regents of the University of California contractually. The Office of Technology & Industry Alliances is the only office with authority and responsibility for the negotiation and execution of NDAs pertaining to research collaborations.
Material Transfer Agreement Officer