Student Non-Disclosure Agreement (NDA)
The student non-disclosure agreement is for Universities, colleges, research labs and similar institutions often engage the services of students as researchers or assistants and want to make sure they don’t reveal trade secrets without permission. This agreement accomplishes just that. For-profit businesses that hire students under work/study programs or as regular employees should use the employee NDA and likewise with internships to use the internship NDA.
In consideration of being given access to information that will be valuable for my research or study in the area of: [describe] by [full name of university or college] (“Disclosing Party”), I agree as follows:
1. Trade Secrets
I understand that during the course of my study and/or research there may be disclosed to me or I may gain access to trade secrets and other proprietary or confidential information of Disclosing Party. This includes, but is not limited to:
(a) technical information concerning Disclosing Party’s research projects, technical memoranda and correspondence, formulas, designs, devices, diagrams, software code, test results, processes, inventions; and
(b) Disclosing Party’s business information, including cost information, accounting and unpublished financial information, business plans, customer lists and customer information, purchasing techniques, supplier lists and supplier information and marketing, production or merchandising systems or plans.
2. Nondisclosure of Trade Secrets
I will keep Disclosing Party’s trade secrets, whether or not prepared or developed by me, in the strictest confidence. I will not disclose such secrets to anyone outside Disclosing Party without Disclosing Party’s prior written consent. Nor will I make use of any Disclosing Party trade secrets for my own purposes or the benefit of anyone other than Disclosing Party without Disclosing Party’s prior written consent.
However, I have no obligation to treat as confidential any information which:
(a) was in my possession or known to me, without an obligation to keep it confidential, before such information was disclosed to me by Disclosing Party;
(b) is or becomes public knowledge through a source other than me and through no fault of Employee, or
(c) is or becomes lawfully available to me from a source other than Disclosing Party.
3. Return of Materials
When my research or study with Disclosing Party ends, for whatever reason, I will promptly deliver to Disclosing Party all originals and copies of all documents, records, software programs, media and other materials containing any of Disclosing Party’s trade secrets. I will also return to Disclosing Party all equipment, files, software programs and other personal property belonging to Disclosing Party.
4. Review of Papers or Publications
For a period of years, I will submit to [Name] a full and complete draft of any papers, reports or proposed publications that include any information derived from my research or study with Disclosing Party for its review. I shall disguise or excise from this material any data that Disclosing Party identifies as too sensitive to disclose.
5. Duration of Confidentiality Obligation
My obligation to maintain the confidentiality and security of Disclosing Party’s trade secrets continues for so long as such material remains a trade secret.
6. General Provisions
(a) Relationships: Nothing contained in this Agreement shall be deemed to make me a partner, joint venturer or employee of Disclosing Party for any purpose.
(b) Severability: If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to effect the intent of Disclosing Party and myself.
(c) Integration: This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations and understandings. This Agreement may not be amended except in a writing signed by both Disclosing Party and myself.
(d) Waiver: The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.
(e) Injunctive Relief: I acknowledge that any misappropriation of any of the Confidential Information in violation of this Agreement may cause Disclosing Party irreparable harm, the amount of which may be difficult to ascertain, and therefore agree that Disclosing Party shall have the right to apply to a court of competent jurisdiction for an order enjoining any such further misappropriation and for such other relief as Disclosing Party deems appropriate. This right is to be in addition to the remedies otherwise available to Disclosing Party.
(f) Indemnity: I agree to indemnify Disclosing Party against any and all losses, damages, claims or expenses incurred or suffered by Disclosing Party as a result of my breach of this Agreement.
(g) Attorney Fees and Expenses: In a dispute arising out of or related to this Agreement, the prevailing party shall have the right to collect from the other party its reasonable attorney fees and costs and necessary expenditures.
(h) Governing Law. This Agreement shall be governed in accordance with the laws of the State of _______________________.
(i) Jurisdiction. I consent to the exclusive jurisdiction and venue of the federal and state courts located in [insert county and state in which parties agree to litigate] in any action arising out of or relating to this Agreement. I waive any other venue to which I might be entitled by domicile or otherwise.
(j) Successors & Assigns. This Agreement shall bind each party’s heirs, successors and assigns. Disclosing Party may assign this Agreement to any party at any time. I shall not assign any of its rights or obligations under this Agreement without Disclosing Party’s prior written consent. Any assignment or transfer in violation of this section shall be void.
I have carefully read and considered all clauses of this Agreement and agree that all of the restrictions set forth are fair and reasonably required to protect Disclosing Party’s interests. I have received a copy of this Agreement and with my signature agree to its terms.
Student’s Name _________________________
How to Write
1. Introductory Paragraph
In the first paragraph describe briefly the general area of study or research the student will be involved in. Then provide the full name of the college, university or other institution. For the sake of convenience, this entity is called the “disclosing party” in the rest of the agreement.
2. Trade Secrets
This paragraph describes in general terms the types of information the student may not disclose without prior permission. This includes both technical information and business information. There is nothing to add here.
3. Nondisclosure of Trade Secrets
This paragraph requires the student to keep the disclosing party’s trade secrets confidential. This clause explains, however, that the student’s nondisclosure obligation does not extend to:
- information the student knew before studying with disclosing party;
- information learned from sources outside the disclosing party; or
- information that is public knowledge (so long as the employee didn’t make it public).
4. Return of Materials
This paragraph requires the student to return all trade secret materials to the disclosing party when the term of research or study ends. There is nothing to add here.
5. Review of Papers or Publications
This paragraph requires the student to submit to a named individual any papers or proposed publications. This way you can make sure they don’t contain any trade secrets you don’t want to be published or otherwise disclosed to the public.
6. Duration of Confidentiality Obligation
This paragraph provides that the student’s obligation to maintain the confidentiality of the trade secrets lasts as long as the information remains a trade secret.