Agreements help you manage the intellectual property rights associated with your project from development through distribution. IIT works with faculty and staff to tailor agreements to meet your specific goals.

Confidential Disclosure Agreements (CDAs) & Non-Disclosure Agreements (NDAs)

Confidential Disclosures (CDAs) or Non-Disclosure Agreements (NDAs) can be useful tools when you wish to keep any information, not just intellectual property, confidential while discussing it with someone outside of the UO.

The Good Fight Short "NDA" 301 from Head Gear Animation on Vimeo.

Outgoing

Academic institutions are open environments, but there may be occasions where you are engaging with a non-UO party and need to protect your information from public disclosure. Protection in such cases is important if you are not ready to publish, if the information is part of on-going research, or if you are concerned about compromising intellectual property rights. A formal CDA or NDA allows you to manage your information's release in keeping with the publication or scientific validation timeline for your work.

Incoming

In a sponsored research collaboration and other engagements with non-UO entities (such as private industry or foundations), you might be asked to receive outside information that must be kept confidential.

Important points to consider when entering into a CDA or NDA include:

• How close or distant from your current and future research is the information you will be receiving?

• How likely is the information to be an active area for you at the university?

• Who in your research group will have access to the information?

• What exclusions does the agreement include in case the information is obtained lawfully from another source?

The scope of individual agreements varies greatly depending on context of the information exchange, and we recommend that you consult with Industry, Innovation, and Translation (IIT) or the UO's General Counsel before committing to one. We can advise and assist you to ensure that the information exchange occurs in a manner that fosters collaboration while maintaining your ability to continue along your desired research trajectory and scholarship.

For more information on when a non-disclosure agreement is appropriate, please see the Confidentiality Decision Tree and Case Study.

View Sample Confidential Disclosure Agreement

Data Use Agreements (DUAs) are agreements that define how data may be used when one party gives data to another. DUAs can include:

• How the data may be used
• Any prohibitions on how the data may be used by the recipient
• How long a recipient can use the data
• How the recipient should dispose of or return the data after that period
• Steps the recipient must take to secure the data
• Any confidentiality terms to protect sensitive data

A typical provision for academic or non-profit organizations is that the data can be used for general teaching and academic research purposes only. Using data for commercial purposes is often prohibited when data is shared between academic institutions or researchers.

When to Use a DUA

Having a DUA is best when you give or receive data and you want to place limitations on what can be done with that data. This is common when the data includes personally identifiable information or health information, as that type of data is governed by additional law, regulations, or IRB protocols.

But you might not need a DUA. If you are giving or receiving data that is de-identified, not related to any human subjects data, or doesn’t require any limitations on its use, you likely don’t need one.

Requesting a DUA

We work with you to ensure that you understand the conditions in a DUA and make sure you maintain a right to publish an analysis of the data that you as a researcher make.

Individual faculty members should not sign Data Use Agreements. If a person is not an authorized signatory for the university and signs a DUA, then they become personally liable. Requests for DUAs and signatures should be routed through Industry, Innovation, and Translation (IIT).

Contact Us About DUAs

The Uniform Biological Material Transfer Agreement (UBMTA) has been developed by the National Institutes of Health to simplify the process of sharing proprietary materials among public and nonprofit organizations.

The UO is a signatory to the UBMTA and in instances where a material transfer agreement is desired by either you or the institution that is receiving biological materials from you, we recommend the UBMTA as the most expedient path to making biological materials available to other academic researchers.

There are instances where the UBMTA may not create the distribution mode that you desire, and we can work with you to develop a simple agreement that addresses issues such as attribution, notice of intended use, or other concerns relevant to your particular research project.

You should consider the costs of providing materials to the academic community with respect to both the time and financial costs needed to successfully make the materials available. We also recommend that you take a few moments to review NIH's guidance on making research tools available.

View the UBMTA