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NDA

Nondisclosure and Confidentiality Agreements
 I. When to Use an NDA

A nondisclosure agreement (“NDA”), also referred to as a confidential disclosure agreement (“CDA”), a proprietary information agreement (“PIA”), or confidentiality agreement, is a legal contract between at least two parties that outlines confidential material, knowledge, or information the parties wish to share with one another for certain purposes, while restricting access to or by third parties. An NDA protects non-public information by imposing contractually enforceable requirements to safeguard information and limit its use for a specific purpose, but it may also include other terms. An NDA is not a substitute for technology transfer agreements (https://partnerships.slac.stanford.edu/how), such as licenses or funding agreements. In other words, an NDA only allows you to receive or provide confidential information for evaluation and review. It does not, absent other agreements, allow you to perform or receive services, collaborate on a project, license IP, and the like.
 

II. Is an NDA needed?

Stanford University and SLAC National Accelerator Laboratory (“SLAC”) are open research environments, and thus generally do not initiate or encourage the use of NDAs. Please consider the following questions before requesting an NDA:

  • Is there any confidential information or data being shared?
    • If not, why is an NDA needed?
    • If yes, do we need to exchange that confidential information? Can we proceed with the activity without the use of confidential information?
  • If an NDA is signed, do you understand that the fundamental research exclusion may no longer apply? Please visit here for further information on the fundamental research exclusion.
     

III. Approvals Process

All NDAs must be reviewed and approved by designated approving parties at SLAC. In addition to receiving your department’s approval, the NDA must undergo review and approval through SLAC’s Third Party Activity Review Committee (“TARC”).

Provided you have approvals from your department and/or manager, follow the following steps to start the approvals process:

  1. Open a TARC record to request review of the NDA and fill out the required information, and include the expected signatory’s name, title and group.
  2. Attach the draft NDA that is to be reviewed to the TARC record you have created.
  3. Await all approvals required in TARC before proceeding.

More information on how to get an NDA reviewed and approved is available in the linked document below, “SLAC NDA Guidelines,” (Section V, “Forms and Guidelines”).

For questions about how to submit an NDA in TARC for review or to submit a fully executed NDA, please contact Courtney Hibbard at hibbardc@slac.stanford.edu. 
 

IV. Who May Sign

Stanford University and SLAC generally do not sign institutional confidentiality agreements, as the University has an open environment and may be unable to ensure the confidentiality of information on a University-wide basis.

However, and consistent with University policy, to the extent an industry partner is interested in sharing confidential information with, or receiving confidential information from, a Stanford/SLAC faculty member, researcher or employee, the industry partner may enter into a confidentiality agreement with the faculty member, researcher or employee directly, provided the employee or researcher has the necessary approvals, set forth above in the SLAC NDA Guidelines document, linked below in Section V.

Note that, subject to receiving the requisite internal approvals, including the review and approval of TARC, individual faculty members, researchers, or employees entering into NDAs do not have the authority to bind Stanford/SLAC. However, these individuals may bind themselves and also sign on behalf of their reports (as applicable). The following is an example of how such a signatory may be listed: "Name, Title, Group/Division Name, on behalf of themselves and members of Group/Division Name."

Signatories are responsible for compliance with the terms of the agreement and must ensure compliance by their direct reports.

Signed agreements must be submitted to Courtney Hibbard at hibbardc@slac.stanford.edu.

V. Forms and Guidelines

Please use your SLAC credentials—full email, eg, myname@slac.stanford.edu and Windows password— to login.