The University of Alaska Fairbanks’ non-disclosure agreement (NDA) process ensures the strict confidentiality of proprietary or confidential information between UAF and a partner. We've established this process to develop mutually beneficial research and development collaborations in a straightforward, flexible, timely and efficient manner.

Process

The non-disclosure agreement process basically includes eight steps. We are committed to working through these steps in a timely manner. Experience suggests that the fastest means to reach an agreement is through direct communications to create understanding and agree on actions.

1. Identify Need
The first step involves identifying the need for a non-disclosure agreement. To make its decision, OIPC determines whether such an agreement will advance UAF’s mission. It is not UAF’s practice to disclose innovations or UAF inventions for which patent applications have not been filed even under the terms of a non-disclosure agreement, unless there is a compelling business reason to do so.

2. Share Requirements
If there's a need for a non-disclosure agreement, OIPC and the other party share their requirements. OIPC requires that non-disclosure agreements include the following elements:

• Purpose
• Description of the proprietary or confidential information to be shared in nonproprietary terms
• Exclusions to the non-disclosure of information
• Specific duration of the non-disclosure agreement
• Identification of individuals and titles, along with full contact information, authorized to execute the agreement for each organization.

3. Determine Whose Non-disclosure Agreement to Use
Which party's non-disclosure agreement to use is determined by whether the proprietary information comes from UAF, the other party or both.

• If UAF’s proprietary information is disclosed, UAF’s non-disclosure agreement is used.
• If the other party's proprietary information is disclosed, either UAF or the other party's non-disclosure agreement may be used.
• If both parties disclose proprietary information, we start with UAF’s non-disclosure agreement.

In either one of these cases, OIPC will work with the other party to ensure that the final non-disclosure agreement addresses our requirements and those of the other party.

4. Fill in Information
After determining the type of non-disclosure agreement, OIPC and/or the other party fill in the information specific to the intended disclosure on the agreement form.

5. Review and Negotiate
OIPC will review the completed form and, if needed, negotiate revisions to agreement terms with the other party during this step in the process.

6. Review and Sign
Once the non-disclosure agreement has been finalized, designated signatories will review and sign the form.

7. Share Information or Material
Once the non-disclosure agreement has been executed, appropriately labeled information or material is shared.

8. Maintain Records
UAF and the other party then maintain records of the non-disclosure agreement and the proprietary or confidential information as required for business practices and governance.

Timeline

OIPC generally expects that non-disclosure agreements can be executed quickly. Longer timelines are generally the result of having incomplete information or the need for a specialized contract. If you have a question regarding the status of a non-disclosure agreement, please call your technical contact.

Sample Agreement

Here is an example of OIPC’s model non-disclosure agreements. This document is available as a PDF.

Mutual OIPC Non-disclosure agreement
Both OIPC and the other party provide proprietary information to each other.

Unilateral OIPC Non-disclosure agreement
OIPC provides its proprietary information to the other party.

Contact

If you have any questions about OIPC’s non-disclosure agreement process, contact Adam Krynicki at (907) 474-2626 or akrynicki@alaska.edu.