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NDA FAQs

Non-disclosure Agreements FAQs

What is an NDA?

A non-disclosure agreement (NDA) (also known as confidentiality agreement, CA, or confidential disclosure agreement, CDA) is a legally-binding contract which governs the sharing of information between different persons or organizations and sets out any conditions or limitations on the use of the information.

When should I use an NDA?

You should use an NDA whenever you are going to disclose proprietary information that may have commercial value and is not yet in the public domain. This way, your information will remain confidential and you can control how it is used.

Why should I use an NDA?

By using an NDA, you can ensure that:

  • Your information remains confidential (this enables you to rely on trade secret protection)
  • You can still obtain a patent and keep your patent rights
  • The information can’t be misused for other purposes.

What happens if I don’t use an NDA?

If you provide information to another person or organization without an NDA in place, the information could be used in ways that you don’t want and you lose the ability to rely on important forms of intellectual property protection (such as patent and trade secret). In other words, if you don’t use an NDA, the recipient could be free to use the information for whatever they want and if you disclose proprietary information before a patent application is filed, you may not be able to patent and any patent granted may be invalidated, leaving you with no rights.  

How does an NDA protect my information?

An NDA identifies the information that is to be kept confidential and stipulates how that information may be used by the recipient. It requires the recipient to take reasonable measures to keep the information confidential and prohibits them from disclosing it to any other party. This way, your information is only used by those who you want to use it and is only used for the purposes you want it used for.

What information will MILO need to finalize an NDA?

You will need to provide the following information for MILO to draft an NDA for you:

  • The name and address of the recipient company/organization
  • The name of the designated contact person for the company/organization
  • A description of the information you intend to disclose
  • The reason you are disclosing the information (e.g. is it for a research collaboration?  A grant application? Some other form of partnership?)

You should let MILO know if there are any particular concerns or issues involved.

I received an NDA from an industry contact.  What should I do?

Contact MILO to have them review the document for you. MILO will make sure that the NDA does not give the industry contract any rights in your intellectual property and doesn’t unduly restrict your ability to publish.  This way you can be sure that your interests are protected.

Once an NDA is in place, what are my obligations?

Once an NDA has been finalized, you will need to abide by the terms of the NDA. This means that if you will responsible for:

  • Receiving / disclosing the information -You may be appointed as the designated representative, in which case you will be responsible for providing the information to the other party, or receiving it from them, depending on the circumstances.
  • Respecting the limits on use of the information You must make sure you that only use the information for the purpose that is specified in the NDA and not for any other purpose.
  • Keeping the information confidential – You must not disclose the information to anyone else unless that is specifically permitted in the NDA.
  • Taking appropriate measures to protect the information – When you receive the confidential information, you must make sure you take reasonable measures to keep it secure, such as storing it in a password protected system or locked filing cabinet. And if you discover that the information has been accessed by an unauthorized person, you must immediately notify the other party.

Who can sign an NDA?

Any agreement that binds the University must be signed by an officer of the University who has appropriate signing authority. NDAs must be signed by MILO’s Executive Director. In some cases, you will also be required to sign the NDA to acknowledge your duties under the agreement.

Who should I talk to if I have more questions about an NDA?

You can contact MILO by email at: kporter@mcmaster.ca or by telephone at ext. 28609