Non-Disclosure Agreement


NEW -  Important Information for Investigators with International Collaborations

Overview of the Non-Disclosure Agreement

A non-disclosure agreement (NDA) (also referred to as a confidential disclosure agreement or CDA) is an agreement that is put in place when parties wish to have a discussion involving confidential information.  NDAs are frequently put in place when two parties are considering pursuing a relationship together and need to understand the other's confidential processes, methods, or technology for the purpose of evaluating the potential for a collaboration, licensing, research, sponsorship, or other business relationship.  NDAs are an important tool that can address

  • Publication rights
  • Ownership of information
  • Intellectual property issues

NDAs are also critical to protect the ability to patent an invention.

Process for securing an NDA

Whether a researcher needs the Office of Technology Licensing and Industry Relations (OTLIR) to review an NDA (also referred to as a confidential disclosure agreement or CDA) received from a third party or have one generated internally, the researcher should send a request to  The email should include the following information:

  • Description of the Confidential Information: The researcher should provide a short, one-sentence description of the confidential information that will be shared.  The researcher should attempt to identify any technology that is encompassed by a new technology disclosure filed with the OTLIR.
  • Draft Agreement: If the researcher received a draft of the NDA, she should forward the draft along with the accompanying email to the email listed above.
  • Identity and Contact Information for Parties Involved: The researcher should provide the following additional information: full name of researcher and third party, email address of researcher and third party, and physical address of third party. 

Keep in mind that our obligation is ensure consistency with university policy including the SUNY Patent and Invention Policy.  Accordingly, while we make every attempt to expedite the NDA execution process, we may require time to negotiate the terms of the agreement with the outside party.  


Information for Outside Institutions

The Research Foundation for the State University of New York (Research Foundation) manages intellectual property and contractual matters on behalf of Stony Brook University researchers.  The Office of Technology Licensing and Industry Relations (OTLIR) handles some of these issues for Stony Brook University researchers, including material transfer agreements (MTAs) on behalf of the Research Foundation.  Please email or call our main number listed on the right for additional information.


For more information, please contact the OTLIR Office:
Technology and Licensing and Industry Relations
N5002 Frank Melville JR. Library
Stony Brook, NY 11794
Phone: (631) 632 9009


Technology Licensing and Industry Relations
Phone: 631-632-9009
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