Non-Disclosure Agreement (NDA)

The purpose of an NDA is to keep important information confidential. Confidentiality is essential in order to maintain ability to protect inventive ideas with patents. The NDA is typically used at an earlier stage of interaction with a collaborating entity, and only after general, non-confidential discussions have taken place. There could be serious implications for executing an NDA (discussed below), which might include limiting possible future work for SDSU.

This type of agreement is also called a Confidential Disclosure Agreement (CDA) or a Confidentiality Agreement. There are two general sub-types of an NDA: the Unilateral NDA and the Mutual NDA. Depending on the types of interactions contemplated with the external entity, a type of NDA must be selected with great care.

• Unilateral NDA: Used when the flow of confidential information is unidirectional. For example, if the purpose of a meeting is to show a potential collaborator SDSU's capabilities but the collaborator wishes to not share their confidential information with SDSU, then a Unilateral NDA may be appropriate. Since only one of the parties is subjected to the obligations and restrictions, greater caution should be exercised.
  
  
• Mutual NDA: Used when the flow of confidential information is in both directions. Typically, all parties to the agreement are subjected to the same restrictions.