The release of certain company information could harm the competitive position of the company. The company normally safeguards this type information from public disclosure by releasing it only under terms of a confidentiality agreement. A confidentiality agreement (CDA), non-disclosure agreement (NDA), secrecy agreement, and proprietary agreement are all the same thing. The Virginia Tech version is referred to as a Confidentiality Agreement (CDA). The purpose of the agreement is to protect proprietary information regardless of whether it is technical, financial, trade secrets, business information, or any other item. The terms of the agreement will normally define what information is considered to be “Confidential Information.”   Before the information is disclosed, the parties agree on the terms of such disclosure, including how the information is to be disclosed, handled by the receiving party, and disposed of after the end of the agreement.  

Yes. A proposal could contain information of the Principal Investigator that he/she has retained as confidential. The proposal could demonstrate a unique idea or method that the University wants to protect until funding can be secured. In addition, intellectual property, financial information, or sensitive data of the University may need to be protected with confidentiality agreements.

Review the solicitation to determine if there are any specific requirements for marking of confidential information within the proposal. If so, follow those instructions. Normally, there will be a notice that is to be included on the front of the proposal as well as specific confidentiality markings on each individual page that contains confidential data. 

If there are no specific instructions in the solicitation, or if the proposal is being submitted as an unsolicited proposal, check with the PI to identify what, if any, confidential information is in the proposal. All confidential information should be clearly identified. If everything is confidential, the “confidential” restriction must be on every page of the proposal — having a confidentiality statement in the cover letter or on the front cover of the proposal is not sufficient. 

No confidential information should be released or received until a signed confidentiality agreement is in place. This could be handled either through a separate CDA or by including confidentiality terms and conditions within a research contract agreement. In the past few years, references to intellectual property in confidentiality agreements have increased. Disclosure agreements should not discuss intellectual properties, as the purpose of this agreement is only to establish the rules for disclosure of confidential information. The agreement is usually 2-3 pages long and will usually require maintaining the information as confidential for 5 years.

The Research Division, Special Assistant for Contract Affairs reviews all confidentiality agreements relating to current or anticipated research. All other confidentiality agreements are reviewed by  University Counsel.

OSP is the signature authority for disclosure agreements that involve, or may in the future involve, sponsored research.   Department heads and center directors may sign when no funding is involved. Sometimes the sponsor will ask the PI to sign the agreement to make sure the PI is aware of the terms and conditions and is personally bound by the agreement. If VTIP  prepares the agreement, OSP still must sign it. OSP keeps copies of all agreements negotiated through our office. Subsequent funding agreements may incorporate these negotiated CDAs. If so, you should make sure there is a copy as part of the official contract file.

Because students are not employees of the University, they are not covered by the state laws that prohibit state employees from disclosing confidential information. In certain cases, usually upon the request of the company, students may be asked to sign confidentiality agreements if a class project or other activity involves using company confidential information. This agreement is usually negotiated with the company.

Confidentiality statements will often appear in industrial awards and may actually prohibit or prolong publication rights.  Exceptions to these clauses need to be taken based on the University’s mission to disseminate knowledge.  

PUBLICATION
A major consideration in the University entering into this agreement is the ability to publish student theses and scholarly papers derived from the effort. The University can not agree to any language which unduly restricts such publication. 

Yes. If both parties are exchanging confidential information, a mutual nondisclosure agreement should be negotiated (Mutual Nondisclosure Agreement). Otherwise, use the agreement that allows only for the University to provide confidential information to the other party (VT Model Nondisclosure Agreement). Under both agreements, you will need to identify the subject matter of the information to be disclosed as well as the purpose of the disclosure.