Guideline for Northwestern University's Non-Disclosure Agreements

Audience:

Faculty and staff who share internal sensitive or legally/contractually restricted University data with parties outside the NU community. This would typically include vendors, consultants, and personnel from other universities.

Definition:

A Non-Disclosure Agreement (NDA) is a contract:

  • that is legal and binding between two or more parties;
  • defines and describes information, knowledge, or materials to be shared between or among the parties; and
  • in which the parties agree to restrict the usage and additional disclosure of the shared information, knowledge, or materials.

Policy Statement:

Non-Disclosure Agreements are commonly signed when the University is considering entering into a business relationship with a company or individual and where there is a need to understand or evaluate each other’s business processes, some of which might be proprietary or otherwise sensitive in nature.

Non-Disclosure Agreements are typically described as unilateral, where restrictions on use or disclosure are placed on only one of the parties, or mutual, where restrictions on use or disclosure are placed on all parties.Northwestern's unilateral agreement is the preferred agreement between the University and its partners, and should be used whenever possible. However, the mutual agreement is approved for use in cases where each party will be disclosing proprietary information to the other.

As Non-Disclosure Agreements are binding contracts, the agreements should be signed by an authorized Northwestern University signatory.

Any questions regarding the use of or suggested modifications to University Non-Disclosure Agreements should be referred to the Office of General Counsel. Any proposed edits to the terms set forth in the University's Non-Disclosure Agreement templates must be reviewed and approved by the University's Office of General Counsel before signing.

Non-University Non-Disclosure Agreement

For all non-University Non-Disclosure Agreements, the University contract approval process must be followed; the agreement must be reviewed and approved by the University's Office of General Counsel before signing.

The following template documents are available for download:

Original Issue Date:

December 2007