NDA (nondisclosure agreement)

A nondisclosure agreement (NDA), also called a confidentiality or confidential disclosure agreement (CDA), is a contract under which the parties agree to keep specified information confidential and use it only for a stated purpose, usually to evaluate whether to work together.

How it works in a university-industry collaboration

An NDA is normally the first agreement between a company and a university, signed so the two sides can discuss a possible project in enough detail to scope it. It covers what counts as confidential, how it must be marked or identified, what the recipient may do with it, how long the obligation lasts, and what's excluded (information already public, already known, or independently developed). The Lambert Toolkit publishes a free sample NDA, and most US universities have their own template they prefer to use.

Two things make a university NDA different from one between companies. Universities won't accept terms that stop their researchers publishing their own work, and they won't accept confidentiality obligations that are open-ended or that cover the research itself, partly because research done under publication restrictions can lose the fundamental research exclusion from export control (15 CFR 734.8). An NDA that tries to cover the future project rather than the conversation about it will be sent back.

It's also a diagnostic. If the NDA takes six weeks, the sponsored research agreement will take longer, and the delay tells you where the queue is.

Translation Box: NDA

On the academic side: a routine document handled by the sponsored programs office, not the lab, and one the faculty member usually can't sign.

On the industry side: the first thing legal sends, often from the company's standard template, with terms (non-compete, unlimited term, assignment of ideas) that a university will strike.

What Helikon does with it

On Helikon, a project can require a signed NDA before it goes active. The project records when it was signed and when it expires, keeps the signed copy with the project's files, and emails the owner before the expiry date.