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Confidentiality or Non-Disclosure Agreements

Updated: 07/18/2014

Confidentiality or Non-Disclosure Agreements

Occasionally, NC State personnel are requested or required to execute what are generically referred to as confidentiality agreements in order to gain access to a third party’s facilities, proprietary information, or both. When this happens, there are several factors that should be considered:

Is the confidentiality agreement with NC State or an individual?

  • Generally, if the information will be provided by or exchanged with the outside entity in connection with university business, university projects, or an individual employee’s university research, the confidentiality agreement should be with NC State, and not with the individual university employee. There may be exceptions to this, and you should discuss such situations with your Associate Dean for Research.
  • If the information will be provided by or exchanged with the outside entity in connection with work being performed by an individual university employee outside the scope of the individual’s university employment, the confidentiality agreement should be with the individual. NC State’s name should not appear in the agreement, except where necessary to indicate the individual’s place of employment. Nothing in the agreement should state or imply that NC State is in any way a party to, or bound by the agreement.

Who may sign a confidentiality agreement on behalf of NC State?

  • If the agreement is between an outside entity and NC State, only an authorized university representative may sign it. To be an authorized signatory, the individual must have received a written delegation of authority.

Who processes a confidentiality agreement?

  • Any confidentiality agreement necessary for the negotiation of a research agreement or operation of the university’s technology transfer program should be submitted to the Office of Technology Transfer, Box 8210, mta_cda@ncsu.edu, for review and approval.
  • Any other confidentiality agreement requiring a university signature should be submitted to the Purchasing Department, Box 7212, purcontracts@ncsu.edu, for review and approval.
  • If you have questions about where to send a confidentiality agreement for signature, please call the Office of General Counsel.

In the case of a confidentiality agreement with an individual, what should the individual consider?

  • The individual should take care to have a clear demarcation between the individual’s university-based project(s) and the non-university-based project to which the confidentiality agreement applies. At a minimum, the confidentiality agreement should designate the full title of the project to which the confidentiality agreement applies, and should contain a detailed description of the project.
  • The confidentiality agreement should not purport to transfer any of the individual’s intellectual property rights (e.g., patents, copyrights, etc.) to the outside entity.  Doing so could lead to a conflict with the individual employee’s obligations to NC State under the university’s patent and copyright policies.

If legal advice or other expert assistance is required by any individual being asked to sign a confidentiality agreement in his/her individual capacity, the services of a competent professional should be sought.

NOTE: This information is general in nature, having no reference to any specific situation. It is considered accurate. However, in issuing this document, neither NC STATE, its Office of General Counsel, nor any employee thereof is rendering legal services. If legal advice or other expert assistance is required by any individual being asked to sign a confidentiality agreement in his/her individual capacity, the services of a competent professional should be sought.