Non-Disclosure and Confidentiality Agreements

Sponsored research activities may require access to information that is proprietary or otherwise considered by the sponsor to be privileged and confidential. Such information must be specifically identified by the sponsor and must be determined to be confidential within the definitions of the Michigan Freedom of Information Act. If these criteria are met, such information may be received and maintained under a promise of confidentiality for a prescribed period of time.

Maintaining the confidentiality of such information is primarily the responsibility of the Project Director. However, faculty and staff with access to the confidential information undertake this responsibility as part of their employment agreement. The University Policy on the Integrity of Scholarship contains further guidelines regarding acceptance and use of confidential information.

Sponsors usually require formal agreements prior to the exchange of confidential information (nondisclosure or secrecy agreements). Agreements that involve University personnel acting within the scope of their employment must be signed by an authorized University official.

NOTE: Faculty, chairs, departmental administrators, etc. do not have the authority to accept these agreements on behalf of the University.

Failure to comply with designated procedures may make the confidential information subject to disclosure under the Michigan Freedom of Information Act.

How is an NDA processed?

There is no form for University processing of an NDA.

Send the agreement to the appropriate PR, based on the sponsor, with as much lead time, contact information and as many circumstances as possible.

The PI will receive an email when DRDA assigns an SSP# to a NDA, again when requested changes are sent to the sponsor, and another when the NDA is fully negotiated and signed by the University.

NOTE: DRDA handles agreements for info. coming into UM, Office Technology Transfer handles agreements for information going from UM to a potential licensee.