Non Disclosure Agreements
A Non-Disclosure Agreement (NDA) or a Confidentiality Agreement (CDA) is a legally binding contract between parties who wish to share confidential information with each other but prevent disclosure of this information to third parties. This can include, for example, any sort of business or proprietary information not in the public domain, intellectual property, unpublished research results or trade secrets. A request for an NDA can come from any party who wishes to protect their confidential information but who wishes to be able to discuss ideas freely with another party without worrying that the information may be misused or passed on without their consent.
It is important that an NDA is in place before any discussions take place, as any information shared outside an NDA may not be protected. It is not good practice to backdate an NDA as there is a risk that a party may have already shared the information disclosed, or refuse to agree to an NDA at a later date.
Information required and the processes are different for setting up NDAs if you are a student or an employee of the University.
Who can sign an NDA?
Where an employee of the University requires an NDA for any discussions or exchange of information they are undertaking as part of their role within the University, Legal Services will always arrange for signature on behalf of the University and/or University of Exeter Consulting. There are named University authorised signatories, and as such NDAs must not be signed by anyone else on behalf of the University.
The University cannot sign NDAs on behalf of a student who is a named party to an NDA. The student would sign this themselves. The organisation with whom information is to be shared may also have named authorised signatories. It is the responsibility of the organisation to identify them, and arrange for signature by the relevant person.
Contact us
If you have read through the guidance notes and still have queries about an NDA, please get in touch with Legal Services on 726364.
How do I get an NDA?
NDAs are prepared and negotiated by Legal Services on behalf of the University (for research) and UoE Consulting (for consultancy). If you are an employee of the University and the information you are discussing relates to work you are undertaking as part of your job at the University, the NDA will not be with you personally or your Department/College, but with the University of Exeter and/or UoE Consulting.
Timescale
Legal Services can prepare and send out an NDA with as little as 2 working days’ notice. This is dependent on Legal Services having all the requested information, and the other party agreeing to ‘use’ our NDA. We can consider NDAs from the other organisation, but these will need to be reviewed to ensure the University can comply with the requirements and that they are fit for purpose. This can often involve some additional negotiation so can take longer to put in place. You should give us as much notice as possible to ensure we can have the NDA agreed in time.
Request an NDA
Please complete an NDA request form and submit the details to Legal Services who will get in touch with you and prepare the NDA. Please attach any supporting documents.
NDA Request Form (Academic)for University staff. Complete all the details and email to legalservices@exeter.ac.uk
How do I get an NDA?
Although you are a registered student at the University you are not an employee, so legal contracts are usually with you personally rather than on behalf of the University. As such there are a number of scenarios where you may be in a position that you need to consider an NDA.
You have independently created/own some confidential information, perhaps as part of your own company that you wish to discuss with another party.
You are undertaking a work placement/internship opportunity/research project with support of an external organisation, and have access to confidential information belonging to the external organisation.
Timescale
Legal Services can prepare and send out a standard NDA with as little as 2 working days’ notice for urgent cases. This is dependent on Legal Services having all the requested information, and the other party agreeing to ‘use’ our NDA. We can consider NDAs from the other organisation, but these will need to be reviewed to ensure the University can comply with the requirements and that they are fit for purpose. This can often involve some additional negotiation so can take longer to put in place. You should give us as much notice as possible to ensure we can have the NDA agreed in time.
Where you require an NDA for the assessment of your work, please send the request for the NDA you require as early as possible as there is often a degree of negotiation required for NDAs which cover assessment.
Except in urgent cases, the minimum timescale required by the University Legal team to set up the NDA prior to your submission date is:
- Company’s own NDA: minimum 3 weeks
- University NDA: minimum 1 week
Request an NDA
Please complete an NDA request form and submit details to Legal Services who will get in touch with you and prepare the NDA. Don’t forget to attach any supporting documents.
NDA Request Form for Assessment (Students) and please email it to legalservices@exeter.ac.uk
Independently created or owned information
You have independently created/own some confidential information, perhaps as part of your own company that you wish to discuss with another party.
The other party would include any University employee, any other student or any third party organisation. Where the University is another party, if you wish, you can ask the staff member concerned to request an NDA be drafted by Legal Services.
You will be sent this for your consideration, but you will be treated as a separate party to that NDA and as such will not be able to receive any advice or guidance from the University relating to the NDA or negotiation with any of the other parties.
If you prefer, you can obtain your own NDA and submit it to the other parties for their consideration.
You would need to seek independent legal advice for this. The Student’s Guild may be able to help with contacts.
Access to confidential information belonging to another company
There are a number of scenarios where you may receive confidential information from an external organisation. The most common reason is when you are spending a period of time at the organisation either on a work placement, internship or undertaking research at the organisation as part of your studies.
For ease, all these scenarios shall be referred to as a 'placement' in the following examples.
If your placement is non-credit bearing and you arranged it independently
If you are undertaking this placement for your own benefit and it does not count towards your University degree/award, then the University will not need access to the organisation's confidential information. As such, the organisation may request that you enter into an NDA with them directly. Be aware that you will be entering this NDA independently and will be personally bound by that Agreement.
The University cannot advise you on this, and if you have concerns you should seek independent legal advice. The Student’s Guild may be able to help with contacts.
If your placement is credit-bearing
The University is required to assess your work in accordance with national policies and procedures which inform University regulations to ensure the quality of your degree. Depending on the requirements of your module, your work may have to be assessed and copies retained in a certain way for a prescribed length of time.
If you need to submit work to the University for assessment that is based on or contains confidential information from the external organisation, then the University, you and the organisation all need to be bound by obligations of confidentiality.
The University can send a bespoke NDA to your placement provider that addresses these University requirements, and the action the University will take to protect the company’s confidential information during that process.
There are a number of options that may be considered in this scenario:
- Contract of Employment
You are offered a contract of employment by the organisation that covers your placement, which contains confidentiality obligations. This will be between you and the organisation, but must enable you to submit your work for assessment. The University will enter into a separate NDA with the organisation to enable the assessment. There are specific guidance notes that relate to this arrangement that you should read prior to requesting an NDA.
NDA Process for Student Assessment by the University - Other documentation
You may be asked to enter into an NDA personally by the organisation where other documentation relating to your placement does not contain obligations of confidentiality. This option will be usually for post-graduate students undertaking research placements where your research is much more independent and being undertaken with minimal supervision and guidance by the organisation. - Three-way Agreement for your placement
If the organisation is not offering you a contract of employment, the University will seek to put in place a 3-way Agreement between you, the organisation and the University. This will contain confidentiality obligations for all parties, as well as specific terms that relate to the delivery and management of your placement. In this case a separate NDA will not be required.
Such an NDA must enable the University to assess your work, and the University should be added to the NDA to make it a 3-way NDA. In this instance, Legal Services will be involved in negotiating for the University, and will include you and your University supervisor in all relevant correspondence. You will however, still be considered a separate party to the Agreement, and as such you can seek independent legal advice if you wish. There are specific guidance notes that relate to this arrangement that you should read prior to requesting an NDA.
Assessment of your work by third parties
If the University requires your work to be independently assessed by third parties, such as external examiners, and your work includes confidential information then the third party must also be bound by an NDA before they have access to your work.
External examiners
Arrangements for external examiners are undertaken by the College that manages the programme on which the particular student is registered. Where students are undertaking inter-disciplinary programmes, this responsibility will fall to the College where the student has their lead supervisor or course director.
For undergraduate and PGT programmes, the relevant College will appoint the external examiners for each taught course, and the appointment contract must contain obligations of confidentiality.
For PGR programmes, as part of the submission process, the student must indicate whether obligations of confidentiality relate to their work and the relevant College will directly put in place any documentation required with an external examiner prior to the assessment.
Other third parties
By other third parties, we mean anyone not already bound by obligations of confidentiality relating to the specific work. If an NDA is in place that includes the University, then all University staff are covered by this, but usually on a 'need to know' basis only and cover must not be considered wider than those staff directly involved with the student's work. Students (other than the named student submitting the work) are not covered.
It is unusual that other third parties are involved in the formal assessment of your work, however this can arise. Specific examples include:
- An assessed presentation to an external audience and/or other students
- A poster to be presented to an external audience and/or other students
The more people that have access to confidential information, the greater the risk that any NDA may be breached, so it is important to limit the disclosure of such information strictly on a 'need to know' basis. Therefore, the following options should be considered and discussed:
Can the confidential information be removed from the presentation/poster without jeopardising the quality of the student's work? This is the preferred option and presents least risk.
Can the presentation/poster that contains the confidential information be assessed by a very small number of third parties invited specifically for the purpose in a closed environment? Each person must also enter into an NDA prior to disclosure.