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Queen's University
 

Non-Disclosure Agreement (NDA)/Confidentiality Agreement

What is a Non-Disclosure Agreement?
Non-Disclosure Agreements or Confidentiality Agreements are signed when parties wish to exchange information about intellectual property which is considered proprietary and confidential. There are two types of NDAs:

  • Unilateral NDA - this type of NDA is used when only one party is providing access to confidential information. Caution should be used when the sponsor provides this type of agreement governing only the sharing of their confidential information. Researchers need to make certain that any confidential information that they may share is also protected.
  • Bilateral NDA - this is the most common type of NDA which protects both parties' confidential information, and facilitates open, two-way discussion.

Why are NDAs important?
Any printed publication or oral presentation at a meeting without a non-disclosure agreement being signed places the information in the public domain. This could have an impact on other planned publications, as well as the patenting of the intellectual property disclosed.

Who should sign the NDA, the researcher or the University?
NDAs should be signed on behalf of the university by the Director of the Research Contracts Unit. This is currently Janice Mady. A researcher may co-sign at a sponsor's request.

What is the process for having an NDA signed?
In general, the process is as follows:

1. The NDA is provided by the researcher or the sponsor to the Contracts Coordinator. This is currently Diana Purvis.
2. The NDA is assigned to a member of the Contracts Unit for review/ drafting.
3. Once reviewed / drafted, a copy and any related comments are provided to the researcher for their consideration.
4. A copy of the NDA and related comments are then provided to the sponsor, and the negotiation is undertaken.
5. Once agreement with the sponsor is reached on the terms, the Contracts Unit member will manage the signature process by Queen's and the sponsor.
6. Upon execution, a copy of the NDA is provided to the researcher and the relevant Department Head.

Amendments to NDAs follow much the same process as outlined above.

 

Kingston, Ontario, Canada. K7L 3N6. 613.533.2000