Non-Disclosure Agreement

What is a non-disclosure agreement?

A non-disclosure 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 Institutional Requirements, P726, "Conflict of Interest: Privileged Information" is treated as LANL proprietary information for purposes of non-disclosure agreements.

Why are non-disclosure agreements important?

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

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

What are the principles of the non-disclosure agreement?

• Proprietary information is protected
• Use of proprietary information is limited to purpose of agreement
• The disclosing party controls the amount of information disclosed
• Most non-disclosure 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 non-disclosure agreement. If work is to be performed, another type of agreement must be executed.

Employees should not sign non-disclosure agreements; Technlogy Transfer (TT) Division has signature authority for LANS/LANL non-disclosure agreements. Agreements can be implemented within one to two days after paperwork is received and approved by TT.

For more information, see Technology Transfer Mechanisms (pdf).