A nondisclosure agreement, also called a confidentiality agreement or proprietary information agreement, is a contract whereby the parties exchange information that they agree to maintain in confidence for a certain period of time. Nondisclosure agreements are often used when contractors want to provide advance information to the University before such information becomes generally available to their competition or to the general public.

Examples of such information include pre-release and beta software, trade secrets, and advance product information provided to University researchers for research or evaluation purposes. Confidentiality or nondisclosure provisions can also be included in license agreements and sales contracts.

Once accepted on behalf of the University, the department faculty and staff to whom the information is disclosed are responsible compliance with all contractual requirements.

Rights in Data

Nondisclosure agreements may also include terms which address ownership of any new information developed by the party who receives the confidential information. If such terms are included, and if the party disclosing confidential information to UCSD requires us to agree that the disclosing party will own any developments we make, such provisions must be approved by the UCSD Technology Transfer and Intellectual Property Office.

Processing Nondisclosure Agreements

No single institutional official has the delegated authority to accept nondisclosure agreements on behalf of the University. Instead, the persons to whom the confidential information is to be disclosed are responsible for determining who has the authority to accept, after consulting with their department chair or manager.

Nondisclosure agreements or contract provisions that are associated with the purchase of goods or services on a high value purchase order are subject to the review and approval of the professional buyer authorized to issue the purchase order. After obtaining the appropriate departmental approvals, requestors should complete and execute such nondisclosure agreements and forward them, with all original documents to the Purchasing Office, Mail Code 0914, fax (858) 534-5803.

For more information, contact Kim Carnot phone: (858) 534-4436.

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For Purchasing-related questions, please call 534-3084, or send an email

Official Web Page of the University of California, San Diego Last updated: October 17, 2005 by Webster