Confidentiality and Non-Disclosure Agreements

Confidentiality agreements are a critical means of protecting UW intellectual property. The Agreements Group can help determine whether a confidentiality agreement is needed, and, if so, either provide a standard agreement form or assistance with negotiating specific terms.

A confidentiality agreement may have various names (e.g., "Confidential Disclosure Agreement," "Non-disclosure Agreement," or "Secrecy Agreement"), but in substance aims at creating contractual obligations limiting how a party may use or disseminate sensitive information. For researchers at UW involved with technology transfer, the need for a confidentiality agreement usually arises in one of two ways. The most common is when a UW researcher wishes to share his or her research with an outside entity, and the research to be shared relates to a technology being managed by UW TechTransfer. In that case, a confidentiality agreement is generally needed to protect the intellectual property and UW's technology transfer efforts. The other most common situation is when a UW researcher is receiving confidential information from an outside entity that relates to UW intellectual property or the researcher's ongoing research related to that intellectual property. In this case, a confidentiality agreement is generally needed to ensure that UW's intellectual property and research activities remain uncontaminated by the outside entity's confidential information.

Download our Confidentiality Form (PDF / Word )

• UW researchers who are asked to enter into Confidentiality Agreements concerning work that does NOT relate to work managed by UW TechTransfer, should send the agreements to the Office of Sponsored Programs for review.
• If the proposed Confidentiality Agreement relates to outside work by School of Medicine faculty, you may contact the director of Regulatory Guidance, Office of Research and Graduate Education.

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