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Confidentiality Agreements

In the course of discussing potential research projects with outside partners or performing contracted research, it may be necessary for Virginia Tech to exchange confidential or proprietary information with other parties. In these cases, the university requires that a nondisclosure agreement (also called a confidentiality agreement or CDA) or a proprietary information agreement (PIA) be in place before confidential information can be exchanged. Confidentiality Agreements are legal contracts that limit and define the confidential information to be shared, the disclosure period, proper use, and the intellectual property and publishing rights of parties sharing and receiving information. Examples of Virginia Tech confidential information might include inventions and research proposals, computer software source codes, as well as a variety of other technical and business information.

Requesting Confidentiality Agreements

If you are entering into business or technical discussions with an outside party, or discussing a VTIP invention disclosure or ideas that you have not yet disclosed to VTIP, then most likely you will need to have a confidentiality agreement in place to protect all proprietary information PRIOR to actual discussions. Depending upon the situation, Virginia Tech many want to draft its own confidentiality agreement or it may want to review the other party’s agreement. Either way, to request a drafted agreement or to request review of another party’s agreement, you should contact Virginia Tech’s Office of Sponsored Programs and complete a Request for Confidentiality Agreement form.

Completed forms should be forwarded to along with any agreements for review. If you have questions regarding confidentiality agreements, please contact Cyndy Williams at or at 540-231-3371.

Employees of the university are required by their employment contracts and state law to protect confidential information and to comply with the terms of any confidentiality agreement negotiated on their behalf. You should take care to read and understand the terms of any confidentiality agreement that directly affects you or information to which you may be exposed. Some terms to keep in mind are whether confidential information must be disclosed in writing and the length of time information must be kept confidential. Some companies desire to have their information protected in perpetuity; however, a perpetual term can be risky for the university as students and faculty can rotate in and out of labs and positions within relatively short timeframes, exposing confidential information to unauthorized disclosures.

All confidentiality agreements are signed by the authorized person in the Office of Sponsored Programs. A copy of the executed agreement will be provided to you. The original signed confidentiality agreement is maintained in the OSP files.