Non-disclosure agreements

What is an non-disclosure agreement (NDA)?

A non-disclosure agreement (NDA) (sometimes called a confidentiality agreement) protects confidential information from being disclosed or used for a purpose other than the reason for which it was provided. 

When is an NDA needed?

In research projects, NDAs are needed when confidential information is being provided and/or received as part of the project, whether conveyed orally (e.g., meetings or discussions) or in writing. The NDA will identify how the information will be protected and define what it can be used for. 

UVic’s Research Policy does not allow secret research, so it's impossible to agree that no information about a research project will be disclosed. However, when appropriate UVic can provide the assurance that third party confidential information will be protected. 

Expectations of research NDAs

• The NDA should specify how confidential information is to be transferred between the parties. 
• It is the responsibility of the party providing the confidential information to clearly identify in writing that the information is confidential.
• Confidential information excludes information that is:
  • already known by the recipient
  • independently developed by the recipient
  • disclosed to the recipient by a third party without an obligation of confidentiality
  • in the public domain (at the time of disclosure or during the term of the agreement) 
  • disclosed pursuant to judicial or administrative order.

Who to contact

The Office of Research Services (ORS) is responsible for coordinating development, review, negotiation, and finalization of NDAs.

If you need an NDA relating to discussions or information exchanges related to commercialization, it will be prepared and reviewed by the Research Partnerships and Knowledge Mobilization.