ASU websites use cookies to enhance user experience, analyze site usage, and assist with outreach and enrollment. By continuing to use this site, you are giving us your consent to do this. Learn more about cookies on ASU websites in our Privacy Statement.
Non-disclosure agreements
About non-disclosure agreements
An NDA is a contract between two or more parties that plan to discuss confidential information, such as processes, technologies, etc. The contract stipulates how
confidential information should be treated, who has access to it and how long it remains protected. It ensures that only authorized individuals use the information for agreed
purposes.
When an NDA is needed
- Confidential information exchange: If you are sharing or receiving confidential or proprietary information during discussions about a potential collaboration or business relationship with external parties, e.g., sponsors, subcontractors or consultants, an NDA is required.
- Sensitive university data: When sharing internally sensitive or legally restricted data with external entities (other universities, corporations or research sponsors), an NDA should be in place.
- Research collaborations: If your discussions involve sharing unpublished data, new processes or other intellectual property that is not publicly available, an NDA protects this information from being misused or disclosed.
When an NDA is not needed
- Public information: If your discussions focus on publicly available research or capabilities, e.g., general research interests or capabilities of ASU, an NDA is not necessary. NDAs are not necessary when parties are meeting just to get to know each other and they do plan on sharing any proprietary or confidential information.
- Proposal submissions: NDAs are generally not required when submitting public information in proposals or discussing non-confidential aspects of potential collaborations.
- Brainstorming: Early stage discussions that may lead to collaborations do not need an NDA unless specific confidential details are shared, or the external party requires having an NDA in place. If you are brainstorming potential ideas without disclosing proprietary information, an NDA is not required.
Common misconceptions about NDAs
- Funded work under an NDA: NDAs should not cover funded research or projects that could lead to intellectual property creation. These activities require a separate, formal agreement that clearly defines ownership and the scope of work.
- Existing NDAs: If a company already has an NDA with ASU (or your institution), it only applies to the specific project or subject matter outlined in the agreement. Each new project or exchange of information may require a new or amended NDA.
Data use agreements
About data use agreements
A data use agreement is a legal contract between two or more parties that regulates the transfer of data, often sensitive or restricted, between institutions or organizations. DUAs define how the data can be used, who is authorized to access it and the obligations of all parties involved, ensuring that the data remains confidential and is handled responsibly.
When is a DUA needed
- External data transfer: If you are receiving data from an external source, particularly if it contains sensitive or identifiable information, a DUA is necessary to ensure that the data is used appropriately and in compliance with any legal, ethical or contractual obligations (e.g., HIPAA, FERPA).
- Data protection: When the data involves sensitive or legally protected information, a DUA must be in place to ensure compliance with applicable laws and regulations.
- Data sharing with external parties: If you are sharing ASU’s sensitive or proprietary data with external collaborators, subcontractors or institutions, a DUA limits its use and protects this information from misuse or improper disclosure.
When a DUA is not needed
- Public data: If the data you are working with is publicly available or published, a DUA is generally not required.
- Internal data: If you are sharing data within ASU, particularly data that is not sensitive or restricted, a DUA is not necessary.
- Not required by Research Technology: When not required by RTO after reviewing the two decision trees at https://rto.asu.edu/research-data-management/sharing-or-acquiring-data/.
Common misconceptions about DUAs
- DUA for public data: Researchers often assume a DUA is needed even when the data is publicly available. In reality, DUAs are only necessary when the data being shared is confidential, restricted or sensitive, e.g., health or educational records.
- DUA for internal use: Many believe a DUA is needed for sharing data within the same institution (such as between departments at ASU). However, internal data sharing does not require a DUA unless the data is highly sensitive or subject to specific regulations or when the original data provider restricts use of data to a particular researcher or department.
- DUA for irrelevant data: Researchers sometimes request a DUA even when the data does not contain sensitive information. If the data you are sharing or receiving is not legally protected or sensitive (e.g., aggregated, anonymized data), a DUA is often unnecessary.
- General Discussions: If having general discussions about unprotected or non-sensitive data, consider using an NDA instead.
Material transfer agreements
About material transfer agreements
A material transfer agreement is a contract governing the transfer of tangible research materials, such as biological samples, chemical compounds or software, or even tangible material, such as an apparatus or the like between institutions for research purposes. MTAs outline the rights and obligations of both the providing and receiving parties, including how the materials can be used, who owns the results and how any resulting intellectual property will be handled.
When an MTA is needed
- External material exchange: When transferring to or receiving materials from external parties, particularly other universities, companies or research institutions, an MTA is required to specify how the materials will be used and to protect intellectual property rights.
- Proprietary or sensitive materials: If the materials being transferred are proprietary, sensitive or involve intellectual property concerns, an MTA ensures that the materials are handled appropriately and that any inventions resulting from their use are protected.
- Collaborative research: If the materials will be used in a collaborative research project with an external entity, an MTA ensures that all parties agree on how the materials will be used and who will own rights in, and how any resulting data or discoveries will be shared.
When an MTA is not needed
- Internal transfers: When sharing materials within ASU, or when the materials are widely available commercial products, an MTA is typically not necessary.
- Public domain materials: If the materials are publicly available, such as open-source software or widely available reagents, an MTA is not required.
- Fee for Services transfers: Fee-for-services is when an investigator contracts with an entity for a service, such as sending samples to a contracted lab for testing. The contracted lab merely performs the service and reports the results back to the investigator. An MTA is not required if the PI is not setting restrictions on the vendor, or the vendor is not asking the PI to sign off to non-standard terms.
Common misconceptions about MTAs
- MTA for commonly available materials: Researchers may assume that an MTA is required for any material transfer, but if the materials being shared are commercially available or there is nothing proprietary or unique (e.g., standard lab reagents) or in the public domain, an MTA is not necessary.
- MTA for internal transfers: Like DUAs, MTAs are not typically needed for internal transfers of materials within the same institution. If the transfer is between ASU departments or labs, an MTA may not be necessary unless the materials are particularly sensitive or proprietary, or the material is from an external source that limits use to a particular lab or to those under supervision of the researcher.
- MTA for tangible materials: Some researchers believe MTAs are only required for physical items like biological samples or chemical compounds. However, MTAs can also cover other types of research materials, such as specialized software or databases, or tangible materials.