Confidentiality/Non-Disclosure Agreements

           Non-Disclosure Agreements (NDAs), Proprietary Information Agreements (PIAs) and Confidentiality Agreements (CAs) are interchangeable terms. All refer to an agreement used to protect and govern the exchange of confidential information. We use the term "NDA" to include NDAs, PIAs, or CAs.

           The Office of Legal Affairs manages non-research related NDAs in support of academic and procurement activities of Georgia Institute of Technology (GIT). These non-research related NDAs include the following:

  • Procurement related NDAs – NDAs required by vendors to permit GIT employees to access or evaluate goods or services solely in connection with the procurement of such goods or services.

  • GIT Student Design Course NDAs – NDAs which are not associated with a GTRC contractual agreement and are required by companies to permit GIT employees and GIT students access to the companies’ proprietary/confidential information in connection with GIT student design courses, such as ISyE Senior Course, GIT Capstone Design Course, etc.

  • Academic Collaboration NDAs – NDAs needed to facilitate academic endeavors and/or exploratory discussions involving disclosure of proprietary/confidential information typically between academic institutions.

  • GIT Affiliated Organization NDAs – NDAs needed to facilitate discussion and disclosure of proprietary/confidential information between GIT and any GIT affiliated organization other than Georgia Tech Research Corporation (GTRC) or Georgia Tech Applied Research Corporation (GTARC). Additional information about GIT affiliated organizations and a list of such organizations can be found here - https://larm.gatech.edu/affiliated-organizations.

           GTRC’s Office of Exchange Agreements manages all research related NDAs in connection with GIT’s research activities and certain other NDAs. NDAs managed by GTRC’s Office of Exchange Agreements include the following:

  • Research related NDAs – NDAs associated with a sponsored research agreement or proposed research agreement and involve disclosure of proprietary/confidential information in support of GIT research activities.

  • Exploratory Research Discussions NDAs – NDAs to facilitate exploratory research discussions involving disclosure of proprietary/confidential information in support of GIT research activities.

  • GIT Student Design Course NDAs associated with a GTRC agreement– NDAs associated with a GTRC contractual agreement and are required by companies to permit GIT employees and GIT students access to the companies’ proprietary/confidential information in connection with GIT student design courses. Typically, the contractual agreement is a Master Agreement between GTRC and the company.

  • NDAs with Non-Standard GIT Contractual Provisions – Non-research related NDAs (as described above) needed by GIT employees in support of their GIT employee activities which include non-standard terms and conditions to which GIT as a state agency may not accept.

           If you have questions regarding the NDAs handled by GTRC’s Office of Exchange Agreements, or need to request an NDA from GTRC’s Office of Exchange Agreements, please email nda@gtrc.gatech.edu or visit their website at http://www.nda.gatech.edu.

           GTRC’s Office of Industry Engagement will manage all commercialization of GIT intellectual property as well as VentureLab’s commercialization activities.  If you have questions regarding NDAs related to the commercialization of intellectual property, please contact the Office of Industry Engagement licensing officer managing the intellectual property. 

           To assist our office in providing better service when submitting non-research related NDA requests, please complete the NDA Routing Form and return via email to asklegal@gatech.edu. Please let us know whether there are any time constraints involved and the exact nature of the time constraints. If an NDA is needed immediately, please bold, highlight and place the word "RUSH" in all capital letters in your initial email or fax request.

           Please note only an authorized GIT or GTRC signatory can sign NDAs as well as any other agreements on behalf of GIT or GTRC. Unless you have express written delegation of signature authority from GIT’s President or by GTRC, you could be held personally liable for any breaches or omissions that may occur under an NDA that you sign. Therefore, never sign any agreements where GIT, GTRC, or GTARC is a party to the agreement. If the NDA covers your non-research related effort as a GIT employee, please forward the NDA to our office for review and/or evaluation.  Any NDA that covers your research effort or commercialization of GIT intellectual property should be sent to GTRC’s nda@gtrc.gatech.edu or to the GTRC Licensing Officer managing the intellectual property.

           Once the NDA negotiated by Legal Affairs has been fully executed, an NDA memo and signature sheet will be sent to the main GIT point of contact. All GIT employees receiving proprietary information under the NDA must sign the signature sheet indicating that they have received a copy of the NDA, read it and have agreed to be bound by its terms. If the signature sheet is not received by Legal Affairs within thirty (30) days, then a reminder memo is sent. After sixty (60) days, if the signature sheet has not been received, a second reminder is sent. If, after ninety (90) days, the signature sheet still has not been returned, no further NDAs will be processed for the main GIT point of contact.