Non-Disclosure Agreements (NDA)

A non-disclosure agreement, or NDA, is a legal contract between two or more parties who wish to share information with each other, while also preventing access to that information by third parties.

If intellectual property is shared or discussed with companies, institutions or individuals without a proper NDA in place, then it can be considered “publicly disclosed” and lead to a loss of property rights for the inventor. Public disclosures can lead to a loss of ability to patent an invention. In order to protect your rights, contact the EPI-Center to get an NDA filed before any disclosures.

How does an NDA work?

An NDA can take many forms depending on the intended interactions between parties. An NDA may cover unilateral or reciprocal disclosures. The terms of this agreement may cover the scope of the disclosure, how the information may be used, define how and when the information may be disclosed and establish the time periods during which disclosure may occur.

The terms of an NDA may require negotiation in order to be accepted by the university. NDA terms addressing governing law, indemnification, publication restriction, intellectual property and extensive or indefinite obligations to hold information in confidence may need updating. An EPI-Center team member will be happy to work with you to tailor these terms to fit your specific needs.

When and how should I request an NDA?

It may be in your best interest to put an NDA in place when licensing, commercialization or sponsored research opportunities arise. Non-clinical NDAs are handled by a team of negotiators in the Commercialization EPI-Center.

To request a new NDA for non-clinical matters, please contact the EPI-Center staff. For clinical NDAs, please contact the UofL Clinical Contracts Division

When emailing us, please forward any correspondence you have had with the other party, along with any draft agreements that were provided. A team member will contact you promptly to provide guidance on the agreement’s next steps or to request additional information from you if necessary.