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Non-Disclosure Agreements

Non-disclosure agreements (NDA) are also known as confidentiality agreements, proprietary information agreements, and secrecy agreements. They are often requested when two or more parties wish to enter into initial discussions about specific processes, methods, or technology to determine the potential for a future relationship.

If you or an entity with whom you are considering collaborating determine that an NDA is necessary, you should initiate the process by contacting DRA staff at osp@utk.edu or the Corporate Engagement team at partner@utk.edu.

Please remember that an NDA is a legal agreement.  It defines the information that the parties entering into an NDA wish to protect from dissemination and outlines restrictions on use. NDAs are also valuable to protect the university’s or a partner organization’s ability to patent an invention, something that can be compromised if a disclosure of the invention becomes public knowledge. If you are sharing new processes, unpublished data, or other confidential information, you should protect your and the university’s interests by having an NDA in place.

UT uses a standard NDA, with terms and conditions that have been vetted by the university’s legal counsel and protect the needs and interests of both parties. If the other entity is willing to accept UT’s standard NDA with minimal or no changes, signatures can usually be obtained within a few days. However, if the other party requires the use of its own terms and conditions, the review and negotiation period will be longer since the university must ensure that its legal obligations and interests are not unduly compromised. This review and negotiation period is likely to cause a delay in processing, typically around 10-15 business days or longer.

Please be sure to allow ample time for the review, negotiation, and execution of your NDA, and get it in place before you disclose new processes, unpublished data, or other confidential information to another party.

NDAs are tools to allow initial interactions to take place, such as discussions about our capabilities and research interests or collaborating on proposal submissions. There should be no funded work performed under the scope of an NDA; this is better handled under a research or services agreement in which there is a clear scope of work defined.