Nondisclosure Agreements with the University

A nondisclosure agreement (NDA) allows parties to share information but restrict its access by others. About half of the industrial projects in which the Driver Interface Group participates involve NDAs. For most of the others, there is no confidential information, so an NDA is not needed. However, in a few cases, where the group has worked with a sponsor for some time, there is mutual trust, and there may be no NDA. In these cases, creating the NDA would have sufficiently delayed the project, such that sponsor deadlines would not be met.

NDAs are most time consuming to create when the sponsor has not had much experience in working with universities. Because of university policies and Freedom Of Information Acts, both described in earlier sections, there are many provisions to which a university cannot agree, either as a matter of law or policy, to which a company might agree. Almost all public universities have similar constraints.

Here is an example of agreement that common used and may serve as a starting point for discussion. For your reference, we also provide less commomly used agreement.

As described in the sections on FOIA and University policy, the key items stipulate that there be no secret agreements. Also, we must retain the right to eventually publish (commonly 6 months after the project is completed), and we will protect sponsor-provided confidential information so labeled within the limits of the law. In addition, as part of the state of Michigan, Michigan law commonly applies.

Keep in mind that the best agreements are equitable. So that if the sponsor desires protection or a right, then equivalent protection or rights should be provided to the University.

The best agreements are also straightforward. Our experience is that longer agreements are more complex, take longer to negotiate, and are often less likely to be understood (and followed). A good agreement is about 1 page long.

Who to Contact

The staff in the University research administration office is always willing to discuss how a nondisclosure agreement might be fashioned to jointly satisfy the needs of the sponsor and the University. For further information on confidentiality issues, sponsors are encouraged to read the Regents Policy on such agreements referred to earlier, the section on FOIA, look at the sample nondisclosure agreement, and contact the University's research administration office ("the contracts office") at (734) 764-7250 for clarification. Our goal is to develop workable, mutually satisfactory agreements, and we believe that is almost always possible.

Posted by Grason on May 8, 2017