Non-Disclosure Agreements

NDA Review Form

What is a Non-Disclosure Agreement?

A Confidentiality Agreement , also called a Non-Disclosure Agreement or NDA, is a contract used to protect sensitive information shared between SUNY and an external party. These agreements are often required when:

  • Faculty or staff are collaborating with outside organizations that may disclose proprietary or confidential information.
  • SUNY investigators are reviewing third-party information that is not yet public.
  • Business partners require protection of trade secrets, intellectual property, or data in the course of a project.

Important SUNY Requirements

Because SUNY is a public institution, all Confidentiality Agreements must comply with New York State laws and policies:

  • Freedom of Information Law (FOIL): SUNY is subject to FOIL. Any NDA must acknowledge that SUNY cannot guarantee absolute confidentiality, as certain records may be legally required to be disclosed.
  • SUNY Counsel Review: All NDAs must be reviewed and approved by the Office of General Counsel (OGC) or the designated campus contracts office.
  • Authorized Signatures: Faculty and staff are not permitted to sign NDAs on behalf of SUNY. Only authorized signatories may execute these agreements.

Types of Confidentiality Agreements

  • Unilateral NDA: One party discloses confidential information to the other.
  • Mutual NDA: Both parties exchange confidential information.
  • SUNY CDA Templates: SUNY provides standard Confidential Disclosure Agreement (CDA) templates for common situations, such as research collaborations.

How to Request NDA Review

  1. Submit NDA for Review
    • If an outside organization provides an NDA, please complete the NDS Review Form to initiate a review.
    • If SUNY will be disclosing information, request a SUNY CDA template.
  2. Provide Context
    • Background
      Identify the project, parties involved, and purpose of the information exchange that necessitates an NDA.
    • Statement of Need
      This is a brief description of why the purchase is necessary. It should explain the problem or gap the product or service will address, and how it supports the organization’s goals or operations.
    • Dollar Value of the Procurement Requiring the NDA
      This refers to the estimated or actual cost of the purchase that necessitates a Non-Disclosure Agreement (NDA). It helps determine the level of risk, approval authority, and legal protections needed.Form, Utility, and Function. This describes:
    • Form: What the product or service physically or digitally looks like (e.g., software, cloud service, hardware).
    • Will Students Use This Software/Service Directly? This clarifies whether end users include students, which can impact licensing, accessibility, and data privacy considerations.

Will It Use Cat1, 2, or 3 Data? Is This Student Data?This refers to data classification levels:

  • Category 1 (Cat1): Public data (least sensitive)
  • Category 2 (Cat2): Internal use only
  • Category 3 (Cat3): Confidential or sensitive data (e.g., student records, health info)
  • If the product or service will handle student data, this must be clearly stated due to FERPA or other privacy regulations.
  1. Review and Approval
    • University Services will coordinate with SUNY OGC for legal review.
    • Only after approval from SUNY OGC will the NDA be sent for authorized signature.

Processing Timeline

  • Standard review: 2–4 weeks, depending on complexity and negotiations.
  • Allow additional time if the outside organization requests significant revisions.

Contact

For questions or to submit an NDA for review, please contact univserv@fredonia.edu

University Services

  • 405 Maytum Hall State University of New York at Fredonia Fredonia, NY 14063

Contact