Non-Disclosure Agreement

Relationships begin by talking. Early conversation may not require disclosing confidential information; but before communicating business and technical information to a faculty member, many companies prefer to protect those conversations with a nondisclosure agreement (NDA). NDAs aren’t always needed, but they can facilitate more detailed and meaningful exchanges of capabilities and interests between the investigator and a potential industry sponsor.

If you are disclosing your unpublished data, unpatented technologies or research plans, it may be helpful to put an NDA in place when an opportunity for a sponsored project or licensing/commercialization arises. 

We will work with you to ensure that the NDA to be signed between the company and the University of Louisville Research Foundation, Inc. fits the purpose of your interaction, and that the terms are consistent and compatible with the university’s academic principles and educational mission.

The University of Louisville Research Foundation, Inc. (ULRF) is the legal entity which enters into NDAs on behalf of the University of Louisville. Individual faculty and staff are not legal parties to the NDAs. In addition individual University researchers, staff members, and students do not have the authority to bind the University to contractual agreements.

Non-clinical NDAs are handled by a team of negotiators in the Commercialization EPI-Center and Office of Sponsored Programs Administration. To request a new NDA, please contact our contracting staff. We will contact you promptly to provide guidance on the agreement’s next steps or to request additional information from you, if necessary.

Please feel free to call 502.852.3788 with any questions you might have.

Only individuals who are formally authorized to sign agreements on behalf of ULRF can bind the institution. Faculty, staff and students are not authorized to sign agreements on behalf of ULRF.

Above all, the security of privileged information depends on the care and discretion exercised by those individuals who receive and use it. When accessing or using confidential or proprietary information:

  • Think about what is confidential. It may include oral, visual, and tangible forms of materials, as well as written documents.
  • Use confidential information only for the intended purpose, and share it only with those individuals who are approved recipients/users of such information.
  • Clearly mark appropriate documents and emails as CONFIDENTIAL - insert a CONFIDENTIAL watermark into documents, include CONFIDENTIAL in the subject lines of your emails.
  • Secure confidential documents whenever you are away from your workplace, whether for a short time or overnight. Hard copies should be stored in a locked cabinet in a locked office, accessible only to those who are authorized to use it. Confidential information in electronic form should only be stored and accessed on a password-protected computer.
  • Make certain that all employees and students are properly advised and trained concerning the use and protection of confidential information.