A Non-Disclosure Agreement (NDA) or Confidential Disclosure Agreement (CDA) should be put in place prior to sharing any valuable or private information, knowledge or research results with a third party (for example, unpublished research data, details about new intellectual property, or non-public costs and prices). This will ensure that the other party keeps such information secret and will allow the parties to hold open discussions, without the fear of the disclosed information being misused or shared with anyone else by the other party. This page sets out the contracting process and provides the relevant template agreement where you wish to hold confidential discussions with a third party.
The RIS Contracts Team has prepared a standard NDA which can be used where discussions are taking place between the University and one or more third parties. This NDA is reciprocal, so it protects all the parties’ respective confidential information where more than one party is disclosing its confidential information.
The NDA template can be signed by a local authorised signatory (e.g. the Pro-Dean for Research, Head of School or, where devolved authority has been issued by RIS, a Research and Innovation Development Manager or other equivalent (a “Business Lead”), provided no substantive contractual amendments have been made. This means that blanks highlighted in the document (i.e. describing the proposed field of discussions and the recipient(s)) should be filled in, but the remainder of the document should not be modified. A final signed copy in electronic format, stating who the Principal Investigator is, should be sent to the RIS Contracts Team for archiving purposes at the following address completed-NDAs@leeds.ac.uk. If modifications to contractual wording in the template NDA are required, the NDA will need to be reviewed by the RIS Contracts Team, and must not be signed by a local authorised signatory (instead it will be signed by a RIS signatory). Please note that this will lengthen the time required to complete the NDA. We would therefore encourage the use of the NDA without amendment.
If the third party you are holding discussions with provides its own template NDA for review, this will need to be reviewed by the RIS Contracts Team unless you are supported by a Business Lead with devolved authority from RIS to review and sign non-standard NDAs. Please use our guide on how to engage the Contracts Team to ensure that your request can be dealt with smoothly. Please note that the RIS Contracts Team deals with a high volume of contractual matters and usually needs to prioritise cash-bearing research contracts above contracts such as NDAs. Review of incoming NDAs may therefore be delayed in order to prioritise other matters. In order to avoid the need for RIS to review and to allow you to obtain signature locally, we would suggest that the University’s template NDA is used as a starting point and that enquiries are made with the other party / parties as to whether they are willing to use the University’s standard NDA, instead of their own document. A final signed copy in electronic format, stating who the Principal Investigator is, should be sent to the RIS Contracts Team for archiving purposes at the following address completed-NDAs@leeds.ac.uk.
I am a Business Lead, how can I obtain approval to review and approve NDAs?
Business Leads are able to obtain delegated authority to review and approve (i) amendments to the University’s standard NDAs and (ii) external NDAs received from a third party. If you are a Business Lead and wish to receive the necessary training to allow you to review NDAs, and receive delegated authority to approve these on behalf of the University, please contact the RIS Contracts Team.
For those Business Leads who have received delegated authority to review and approve NDAs, the templates displayed on this page may be used. Large deviations from the text should be checked with the RIS Contracts Team. Minor changes are permissible at the discretion of the delegate and responsibility for such changes, rests with the delegate. A final signed copy in electronic format, stating who the Principal Investigator is, should be sent to the RIS Contracts Team for archiving purposes at the following address completed-NDAs@leeds.ac.uk.