TT Tip: Nondisclosure Agreement

What is a nondisclosure agreement?

A nondisclosure agreement (also known as an NDA) is a commitment between two parties, such as the Laboratory and a company, who agree that any proprietary information exchanged between them will be protected from further disclosure.

Note: LANL information that is "privileged information" under the Administrative Manual, Section 721 is treated as LANL proprietary information for purposes of nondisclosure agreements.

Why are nondisclosure agreements important?

A nondisclosure agreement is used to cover initial interactions between the Los Alamos National Security, LLC, (the Laboratory's legal entity) and a potential partner. The nondisclosure agreement protects the proprietary information of one or both parties. There are three types of nondisclosure agreements:

• Bilateral (both parties disclose proprietary information)
• Unilateral-In (potential partner only discloses proprietary information)
• Unilateral-Out (LANS/LANL only discloses proprietary information)

What are the principles of the nondisclosure agreement?

• Proprietary information is protected.
• Use of proprietary information is limited to the purpose of the agreement.
• The disclosing party controls the amount of information disclosed.
• Most nondisclosure agreements remain effective for one year from the date of execution for discussions on specified topics.
• Information must be kept in confidence for a period of time after each disclosure (generally three years). Specified time periods can be extended with an amendment.
• Proprietary information disclosed in unwritten form, such as orally, must be reduced to writing and sent to the receiving party within 14 days after the disclosure.
• Work is never conducted under a nondisclosure agreement. If work is to be performed,another type of agreement must be executed.

Employees should not sign nondisclosure agreements — TT Division has signature authority for LANS/LANL nondisclosure agreements. Agreements can be implemented within one to two days after paperwork is received and approved by TT Division. Employees who need a nondisclosure agreement should contact Debbie Gonzalez of TT Division at 7-5841. For more information, see Technology Transfer Mechanisms (pdf).

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