compliance: non-disclosure and confidentiality agreements

Non­‐Disclosure Agreements (NDAs) 

and Confidentiality Agreements

A non‐disclosure agreement (NDA), also known as a confidentiality agreement, is a form of contract in which the terms obligate the signing parties to not disclose confidential information they have shared or need to share with each other as a necessary part of conducting business together. At Eastern Washington University (EWU), NDAs are often stand­‐alone documents that accompany other agreements the university receives for paid research or for professional services or are necessary for collaborative projects with businesses that are of mutual interest and have academic value to the university.  

A good NDA or confidentiality agreement should at a minimum contain the following standard elements: 

•    A project description; 

•    A clear and specific definition of the information that is considered confidential; 

•    A description of any information or prior work that is excluded from confidentiality; 

•    A description how the confidential information will be disposed of when the term of the NDA ends; 

•    Start and end dates; and  

•    Miscellaneous terms such as the process for amending the agreement, legal venue, etc. 

Non-disclosure and confidentiality agreement documents are usually provided by the external organization entering into a business relationship with the university. Initially, these documents should always be viewed as drafts and should not be signed without further university review.  

An NDA or confidentiality agreement, whether it involves a faculty or staff member or student, constitutes an obligation between the university and an external entity and is subject to institutional policies and procedures and the regulations which apply to the university as a state institution. Therefore, it is important that an appropriate university official review, approve, and co‐sign any NDA or confidentiality agreement since it is associated with university business. This is particularly important since it is possible that not all information in an NDA may be exempted from the State’s Public Disclosure Law (RCW 42.56). 

Signatures on NDAs and confidentiality agreements associated with contracts for research and professional services should be coordinated through the Grants Office or by contacting Charlene Alspach at 359-2517 or calspach@ewu.edu. The Grants Office will assist with obtaining the proper university signatures to accompany the signatures of those needing working with confidential information. 

Faculty involving students in research are responsible for providing adequate training on the handling and protection of confidential information. Responsible Conduct of Research Training is available for both faculty and students. For more information, please see enrolling in RCR training