Searches for a “confidentiality agreement sample PDF” are usually looking for one thing: what does the actual document say, clause by clause, not just what an NDA is for. The Confidentiality agreement (NDA) dictionary entry covers the definition, and the companion guide Non-Disclosure Agreements (NDAs) in Research and Technology Transfer covers when and why a university uses one. This page is different: it reproduces a full, clause-by-clause sample agreement, in the structure a research institution’s confidentiality agreement actually takes, with each clause explained as you read it.
This is an illustrative, composite sample, not a real institution’s agreement. The parties, project names, and specifics below are invented for this guide. No university, company, technology, or signatory referenced is real. It is written to show the level of specificity and the clause structure a research-context confidentiality agreement actually needs — not to be copied verbatim into a real transaction. Every research institution’s office of general counsel or technology transfer office (TTO) has its own required language, risk tolerances, and jurisdiction-specific terms, and a real agreement should always go through that office before signature.
Why there’s no PDF to download here
CASRAI doesn’t host downloadable files — there’s no file being served from this page. What follows is the full sample text itself, reproduced directly on the page so you can read it, adapt the structure, and understand what each clause is doing, rather than a link to a document you’d have to trust sight-unseen. If your institution needs an actual, legally binding confidentiality agreement, the correct source is your TTO’s or general counsel’s own approved template — not a sample pulled from a website, however carefully written.
The sample confidentiality agreement, clause by clause
The example below is a mutual (two-way) agreement between a university and an external company evaluating a potential research collaboration — the most common research-context scenario, since both sides typically need to share technical detail to scope the work before any sponsored research agreement or license is negotiated.
1. Parties and effective date
This Confidentiality Agreement (“Agreement”) is entered into as of [Effective Date] by and between [University Name], a [state] public research university with offices at [address] (“University”), and [Company Name], a corporation with offices at [address] (“Company”), each a “Party” and together the “Parties.”
This sets the effective date — the point from which the confidentiality term is usually measured — and identifies the actual signing entities. For a university, this is rarely the individual faculty member; it’s typically the institution itself, signed by an authorized official in the TTO, sponsored programs office, or general counsel’s office. A faculty member signing an NDA in their own name, without institutional authorization, is a common and avoidable mistake covered further below.
2. Purpose
The Parties wish to exchange certain confidential information for the sole purpose of evaluating a potential collaborative research relationship in the field of [subject matter] (the “Purpose”), and desire to protect such information from unauthorized use or disclosure.
The purpose clause is doing more work than it looks like. It defines the only reason the receiving party is allowed to use the information at all — using disclosed information for anything outside the stated Purpose is itself a breach, independent of whether it was ever disclosed to a third party. A vague or overly broad purpose clause is one of the most common negotiation points, since it can be read to authorize far more use than either side intended.
3. Definition of Confidential Information
“Confidential Information” means any technical, scientific, business, or financial information disclosed by one Party (the “Disclosing Party”) to the other (the “Receiving Party”) in connection with the Purpose, whether disclosed orally, in writing, or by inspection, and whether or not marked “confidential,” including but not limited to unpublished research data, methods, materials, know-how, and draft manuscripts or grant applications.
Notice this sample does not require marking — some agreements do (only information stamped “Confidential” counts), which is easier to administer but riskier for oral disclosures made in a lab meeting or site visit. Research-context agreements more often protect unmarked oral disclosures too, given how much technical exchange in an evaluation period happens in conversation rather than on paper, but confirm which version your institution’s approved language uses.
4. Exclusions from Confidential Information
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already known to the Receiving Party prior to disclosure, as shown by contemporaneous written records; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or (d) is rightfully received from a third party without a duty of confidentiality.
These four exclusions appear in some form in nearly every confidentiality agreement, research-context or otherwise — they exist so a receiving party can’t be accused of misusing information it genuinely already had, developed on its own, or that became public through no leak on its part. The “contemporaneous written records” language matters: without it, “we already knew that” is an unprovable claim after the fact.
5. Obligations of the Receiving Party
The Receiving Party shall: (a) use the Confidential Information solely for the Purpose; (b) not disclose Confidential Information to any third party without the Disclosing Party’s prior written consent; (c) limit access to those employees, students, or agents who have a need to know for the Purpose and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (d) protect the Confidential Information using the same degree of care it uses for its own confidential information, but no less than a reasonable degree of care.
The “need to know” limitation is the clause most likely to create friction on the university side: a lab that shares information broadly among a PI, postdocs, and graduate students needs this clause to actually accommodate that — either by naming the relevant personnel or by flowing the same confidentiality obligation down to them, since students often are not otherwise bound by the university’s own confidentiality commitments the way an employee would be.
6. Term and survival
This Agreement shall remain in effect for [one (1)] year from the Effective Date, unless earlier terminated by either Party upon [thirty (30)] days’ written notice. The confidentiality obligations in Section 5 shall survive termination or expiration of this Agreement for a period of [three (3)] to [five (5)] years from the date of disclosure of the relevant Confidential Information.
Two different clocks are running here, and mixing them up is a frequent source of confusion: the Agreement’s own term (how long the parties can exchange information under it) is usually short — often one to two years — while the confidentiality obligation itself typically survives for a separately stated period, commonly three to seven years, measured from each individual disclosure rather than from the Agreement’s expiration. An indefinite (“perpetual”) confidentiality term is possible to request but is often resisted, particularly by a university weighing its own future publication and disclosure obligations.
7. Return or destruction of materials
Upon the Disclosing Party’s written request, or upon termination of this Agreement, the Receiving Party shall promptly return or destroy all documents and materials containing Confidential Information, and certify such destruction in writing, except that the Receiving Party’s legal counsel may retain one archival copy solely for the purpose of monitoring compliance with this Agreement.
The archival-copy carve-out for legal counsel is standard and usually uncontroversial. What’s worth checking is whether the clause realistically accounts for how research information is actually stored — electronic lab notebooks, cloud-based data repositories, and version-controlled code are harder to “return” than a paper document, and an agreement that only describes physical return may not map cleanly onto how the information was actually exchanged.
8. No license; no obligation to proceed
Nothing in this Agreement shall be construed as granting any license or other right, by implication or otherwise, to any Confidential Information, patent, copyright, or other intellectual property of the Disclosing Party. Neither Party is obligated by this Agreement to enter into any further agreement, license, or business relationship with the other.
This is a deliberately narrow-scope clause and one of the most important in the whole document for a university signatory. An NDA is not, and should never be read as, a license to use the disclosed technology, and it commits neither side to any further deal. This is also exactly the boundary where an NDA stops and a different instrument — a sponsored research agreement, a material transfer agreement, or a license — has to take over once the parties actually want to do something with the information rather than just discuss it.
9. Publication and academic freedom carve-out
Nothing in this Agreement shall restrict University’s faculty, staff, or students from publishing or presenting the results of their own independently conducted research, provided that University gives Company [thirty (30)] days’ advance notice of any proposed publication that may contain Company’s Confidential Information, solely to allow Company to identify and request removal of its Confidential Information (but not to delay publication beyond the stated review period or to require deletion of University’s own research results).
This clause is where a research-context confidentiality agreement most visibly diverges from a standard commercial NDA template, and it’s frequently the most negotiated section. A commercial NDA has no reason to address publication at all; a university signatory generally cannot sign away its faculty’s academic-freedom interest in publishing their own results, and most institutions will not execute an NDA that lacks some version of this carve-out. The length of the review window (commonly 30 to 90 days) and whether it caps at a fixed review-only period, rather than an open-ended right to block publication, are the two details worth checking closely.
10. Governing law and miscellaneous
This Agreement shall be governed by the laws of the State of [State], without regard to its conflict-of-laws provisions. This Agreement constitutes the entire understanding between the Parties regarding its subject matter and may only be amended in writing signed by both Parties. Neither Party may assign this Agreement without the other’s prior written consent.
For a public university, governing law is often fixed by state policy rather than negotiable — many state institutions are required to specify their home state’s law and cannot agree to a company’s preferred jurisdiction. This is worth flagging early in a negotiation with an out-of-state or international company, since it can otherwise become a late-stage sticking point.
11. Signature block
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
[University Name] — By: ______________ Name: ______________ Title: ______________
[Company Name] — By: ______________ Name: ______________ Title: ______________
As noted above, the University signatory is almost always someone with delegated contract-signing authority — typically in the TTO, sponsored programs office, or general counsel’s office — not the individual faculty member involved in the discussions, even though that faculty member may be the one actually exchanging technical information day to day.
Mutual vs. one-way: what changes in the sample language
The sample above is mutual — both University and Company disclose and receive Confidential Information, and Section 5’s obligations bind both Parties equally. A one-way (unilateral) agreement, used when only one side is disclosing anything (for example, a university describing an invention to a single prospective licensee that isn’t sharing anything technical back), simply removes the reciprocal structure: “Disclosing Party” and “Receiving Party” become fixed roles rather than a role each Party can occupy, and Section 5’s obligations apply only to the single Receiving Party. Everything else — the definition, exclusions, term, return-of-materials, and publication carve-out — carries over largely unchanged. Watch for a one-way NDA drafted by the other side that quietly imposes reciprocal-sounding obligations on the university anyway; reading the defined terms carefully, not just the section headings, is the way to catch that.
What this sample intentionally leaves out
A confidentiality agreement is scoped narrowly on purpose, and a real research relationship almost always needs more than this document covers. It says nothing about who owns intellectual property created during the collaboration (that’s a sponsored research agreement or collaboration agreement question), nothing about the terms under which physical research materials like cell lines, reagents, or compounds can be shared (that’s what a material transfer agreement governs), and nothing about licensing rights to use a technology commercially (a separate license agreement). The companion guide, Non-Disclosure Agreements (NDAs) in Research and Technology Transfer, covers exactly where an NDA’s scope ends and each of those other agreements needs to begin.
Common mistakes when adapting a sample NDA
- Signing in a personal capacity. A faculty member who signs an NDA themselves, rather than routing it through the TTO or general counsel’s office for institutional signature, may create an unenforceable agreement — or worse, a personal obligation the individual, not the university, is on the hook for.
- Dropping the publication carve-out. A company-drafted template, built for a purely commercial relationship, often has no publication language at all. Adding it back in is not optional for a university signatory with faculty whose research results need to be publishable.
- Treating “confidential” as synonymous with “no license.” An NDA that’s silent on IP (like Section 8 above) does not itself grant any rights to use, develop, or commercialize the disclosed technology — that silence needs to stay explicit, not be assumed.
- Using the same template regardless of counterparty risk. A confidentiality agreement with a well-established industry partner and one with an unfamiliar international entity carry different export-control and information-security considerations that a generic sample can’t anticipate.
- Treating a sample as a finished document. Every bracketed placeholder above — state, term length, review-window length, subject matter — is a real negotiation point, not a formality to fill in mechanically.
Frequently asked questions
Is there an actual PDF I can download from this page?
No. CASRAI doesn’t host downloadable documents. The full sample text is reproduced directly on this page, clause by clause, so you can read and adapt it with the explanation alongside it, rather than downloading a file you’d have to evaluate on your own.
Can I use this sample as my institution’s actual confidentiality agreement?
No. This is an illustrative composite written to show clause structure and what a research-context agreement needs to address, not a vetted legal document. Route any real agreement through your institution’s TTO or office of general counsel, which will apply its own required language, risk tolerances, and jurisdiction-specific terms.
How long does a research confidentiality agreement usually last?
Two different periods matter, as covered in the Term and Survival clause above: the Agreement’s own active term (commonly one to two years) and the separate confidentiality survival period for information already disclosed (commonly three to seven years from each disclosure), which typically outlasts the Agreement itself.
What’s the difference between a confidentiality agreement and an NDA?
None — they’re the same instrument. “Confidentiality agreement” and “non-disclosure agreement” (NDA) are used interchangeably in research-administration and technology-transfer practice; see the Confidentiality agreement (NDA) dictionary entry.
Does signing an NDA stop a faculty member from publishing?
Not if the agreement includes a proper publication carve-out, of the kind in Section 9 above. Most universities will not execute an NDA that lacks one, precisely because faculty retain an academic-freedom interest in publishing their own independently generated research results.
References
- AUTM (Association of University Technology Managers), Guide to Confidentiality Agreements in University-Industry Interactions
- WIPO, Practical Guide for Researchers on Confidentiality and Trade Secrets
