Non-Disclosure Agreements (NDA) govern information or data exchange (also known as Confidential Disclosure Agreements):

  • Mutual exchanges between MIT and another organization
  • One-way inbound to MIT from another organization
  • One-way outbound from MIT to another organization

Where to get help:

For discussions leading to the development of research proposals, scope of work, and research agreements, a mutual NDA is preferred, or a one-way inbound NDA may be suitable.

  • View MIT's NDA Website for information and to request an NDA.

For use and analysis of a research sponsor’s proprietary information during a project funded by that sponsor, the sponsored research agreement will contain language governing proprietary information exchange.

For discussions about licensing MIT patents or copyrights:

For use and analysis of an outside organization’s data or databases in MIT research not sponsored by that organization, a special type of one-way inbound NDA is needed, called a Research Data Use Agreement.

  • View MIT's NDA Website for information and to request an NDA.

For evaluation of equipment that may be purchased:

  • If the NDA is not accompanied by a purchasing-related agreement, contact the Office of the General Counsel.
  • If the NDA is accompanied by a purchasing-related agreement, send both agreements along with a purchase requisition to Procurement. Procurement will seek assistance from the Office of the General Counsel as needed.

Non-Disclosure Agreements for discussions leading to the development of research proposals

A Non-Disclosure Agreement (NDA), also known as a Confidential Disclosure Agreement (CDA), is a contract between MIT and an organization that wishes to exchange confidential or proprietary information with MIT. NDAs often are requested to govern the control of confidential information during discussions with companies interested in sponsoring or participating in research at MIT.

Confidential information received by MIT from an outside organization may be of the following types:

  • Trade secrets
  • Product or process designs
  • Research data
  • Business data (sales, marketing, accounting, tax)
  • Strategic or project plans

MIT confidential information is usually restricted to the following two types:

  1. Unpublished research results prior to publication
  2. Invention disclosures, patent applications, and associated documentation and data. MIT does not keep trade secrets, and intends for the results of its research to be made publicly available as part of its educational mission. Thus, MIT confidential information usually needs to be kept confidential for a limited time only in order to protect MIT’s ability to obtain patents on MIT inventions.

NDAs include terms governing the following:

  • The subject matter of the information to be exchanged
  • The purpose for the exchange or the use for the confidential information
  • Who will receive the confidential information for both parties
  • How long the information must be kept confidential
  • What must be done with the information when the agreement ends. The process for drafting, reviewing, and negotiating NDAs is generally brief, especially if the outside organization is willing to accept MIT’s standard NDA.

What does OSP need to prepare an NDA?

  1. A completed NDA questionnaire sent from MIT's NDA Website.
  2. If the other party provided you with its NDA, upload an electronic copy of that NDA where instructed in the online NDA questionnaire.

What is the process?

  1. Based upon the NDA questionnaire, the OSP Assistant Contract Specialist will complete an OSP NDA template.
    • In most cases, OSP will select the OSP Mutual NDA Template, which governs two-way exchanges of information.
    • If the outside organization does not wish to receive MIT confidential information, OSP will then select the OSP One-Way NDA Template.
    • The completed NDA template is sent to the other party.
  2. If the other party wishes to change any of the NDA terms, the OSP Assistant Contract Specialist negotiates with the sponsor to reach agreement on the NDA.
  3. The agreement is signed by the other party and by an OSP Director for MIT.
  4. OSP then sends copies of the NDA to the receiving and disclosing parties, and stores a copy in OSP’s electronic archive.

If the other party insists that MIT negotiate from its NDA:

  1. The OSP Contract Administrator provides the completed NDA questionnaire to the Assistant Contract Specialist, who then negotiates with the sponsor to reach agreement on the NDA.
  2. The agreement is signed by the other party and by an OSP Director for MIT.
  3. OSP then sends copies of the NDA to the receiving and disclosing parties, and stores a copy in OSP’s electronic archive.

How long will this take?

The length of time from when OSP receives a completed NDA questionnaire from the MIT requestor to when we distribute the signed NDA varies widely, but is at least several business days and often longer. If a company insists on using its own NDA or has many questions, this time may be extended.

The Contract Administrator can update you on the progress of an NDA that you have requested.

Where to get help: Contact the OSP Contract Administrator for your department/lab/center.