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For Faculty
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Non Disclosure Agreements (NDAs): A
Guide for NUS Faculty MembersFor Faculty
What is an NDA and why is one necessary?
Non Disclosure Agreements (NDAs) or (Confidentiality Agreements
(CAs)) are a type of contract in which the parties promise to keep confidential
certain information or proprietary knowledge that is going to be disclosed
at meetings and discussions with other parties. These agreements require
the individual or company (or both) to keep confidential information
that is disclosed or going to be disclosed at a meeting of the parties.
If you have an NDA with someone who then breaches this duty of confidentiality,
you can seek a remedy from a court to stop the violator from making
any further disclosures in breach of the signed NDA.
There are 4 types of NDAs – (1) where you are the
only disclosing party; (2) where both you and the other party disclose
information;(3) where only the other party discloses information;and(4)
Visitor's NDA.
(1) Where I am the disclosing party, what do I
need to do and how do I go about it?
Step 1: Download the template
NDA for NUS Disclosure available.
Step 2: Insert/type in the information as required.
Step 3: Print 2 copies of this document, sign both, and ask the other
party to sign both as well.
Step 4: Retain one signed copy and give the other signed copy to the
other party.
- Ask both the other party/person and the organization
he/she works to sign the NDA.
- Ask the other party/person whether he or she has the
authority to sign for his/her organization. If he/she does not, request
that someone with authority from that organization signs the NDA as
well
(2) Where both myself and the other party disclose
information, what do I need to do and how do I go about it?
Step 1: Download the template
NDA for Mutual Disclosure.
Step 2: Insert/type in the information as required.
Step 3: Print 2 copies of this document, sign both, and ask the other
party to sign both as well.
Step 4: Retain one signed copy and give the other signed copy to the
other party.
- Ask both the other party/person and the organization
he/she works to sign the NDA.
- Ask the other party/person whether he or she has the
authority to sign for his/her organization. If he/she does not, request
that someone with authority from that organization signs the NDA as
well.
(3) Where only the other party discloses information,
what do I need to do and how do I go about it?
Step 1: Download the template
NDA for other party disclosure.
Step 2: Insert/type in the information as required.
Step 3: Print 2 copies of this document, sign both, and ask the other
party to sign both as well.
Step 4: Retain one signed copy and give the other signed copy to the
other party.
- Ask both the other party/person and the organization
he/she works to sign the NDA.
- Ask the other party/person whether he or she has the
authority to sign for his/her organization. If he/she does not, request
that someone with authority from that organization signs the NDA as
well.
- If the other party has an NDA prepared already, read
it carefully and if you do not understand anything in the agreement,
ask for an explanation and or clarification. Unless you are satisfied
with explanation or clarification, do not sign the agreement. If you
are still in doubt, you may approach ILO (contact details below).
- If you do sign, you do so in your personal capacity
only. Do not sign for and or behalf of NUS.
- Note that there may be a clause in the NDA which states
that you can only disclose the confidential information to those people
who are bound by the NDA and if in doubt
to get the person to sign an NDA to that effect. Therefore in any
subsequent discussions or disclosures by you, you have the obligation
to ensure that the intended recipient is bound by the NDA. If the
intended recipient is not bound, then you must get the intended recipient
to sign an NDA before you disclose anything.
(4) Visitor's NDA.
If you are inviting or expecting visitors to your laboratory
or workshop, this visitors NDA should be used. It should be signed with
each visitor and yourself. This Visitor NDA obliges the visitor/s to
keep confidential any confidential information you disclose to them
during their visit or have displays or demonstrations in your laboratory
or workshop which are confidential or contain confidential information.
The procedure for signing the Visitor's NDA is the same
as in (1) but please download the Visitor's
NDA and use it accordingly.
What else should I look out for when signing an
NDA?
- An NDA may contain a warranty that the person signing
it has the authority to sign for the NUS. Since you would probably
not have any authority to sign for the NUS, you must not sign such
an NDA.
- Avoid signing an NDA if the governing law is another
jurisdiction other than Singapore.
- Always read an NDA before you sign it. If you do not
understand any clauses in the NDA, please seek an explanation or clarification
from the other party or from ILO before signing the NDA.
- For further information, you can contact the NUS Industry
Liasion Office (ILO) at:
Address:
21 Heng Mui Keng Terrace, Level
5, Singapore 119613
Tel: 6516 2987 Fax: 6777 6990
Email: intquery@nus.edu.sg
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