Yes, but only if the agreement is issued to you as an individual. The agreement should not mention Georgia Tech or the Georgia Tech Research Corporation. For example, you may sign an NDA related to your personal consulting as permitted under applicable Georgia Tech policies. See GT Policy § 5.6.5 Consulting. 

When signing as an individual, you may not share Georgia Tech proprietary information with the company, and you may not share the company’s proprietary information with anyone at Georgia Tech. 

Note: Georgia Tech generally advises its employees against signing individual agreements when acting in their Georgia Tech role as they are subjecting themselves to personal liability. Should you decide to proceed with the agreement, please know that Legal Affairs is not permitted to advise on agreements issued to you as an individual. In such instances, you are advised to seek your own legal counsel for review of your agreement which is issued in your name.

Yes. It’s important to use Georgia Tech’s full legal name in all Institute contracts, including its NDAs. The full legal name is: The Board of Regents of the University System of Georgia by and on behalf of Georgia Institute of Technology. This ensures the NDA is legally binding and properly recognized.

Yes.Several offices at Georgia Tech facilitate execution of NDAs relevant to their respective areas.Each applicable office has an intake process. For Legal Affairs, you can initiate an NDA request by sending a completed routing form to Ask Legal.If the company has sent their NDA, please forward it to Legal Affairs with the routing form. The NDA request will be assigned to an attorney who will process the NDA.

Yes. As the PI, you will get a signed copy of the NDA along with a signature sheet.

Yes. GTRI is a unit of Georgia Tech so GTRI employees are Georgia Tech employees. All Georgia Tech employees may access the information if the technical contact allows such access, and the Georgia Tech employees sign the related signature sheet. 

Note: While the GTRI team within Legal Affairs manages GTRI-related NDAs which are not connected to sponsored research projects, NDAs supporting sponsored research are managed by Office of Sponsored Programs’ Office of Exchange Agreements (OEA) within GTRC.

Yes. A completed routing form provides Legal Affairs with the information necessary to immediately begin reviewing or drafting the NDA. Without a completed routing form, Legal Affairs will need to ask the Principal Investigator (“PI”) for the information, possibly delaying the process.

Yes. The signature sheet must be returned to Legal Affairs after each Georgia Tech employee who will have access to the company’s proprietary information has signed the signature sheet. Each employee first should review the terms of the agreement and understand their obligations under the agreement before signing the signature sheet. 

Note: Employees are obligated to protect proprietary information under the IP Agreement. If the signature sheet is not returned, all future NDA requests will be placed on hold until the outstanding NDA signature sheet is received.

Yes. Please feel free to send questions to Ask Legal.

Yes. The type of exchange matters and will determine what kind of agreement is appropriate. When you submit a completed routing form with this information, Legal Affairs knows which type of agreement is needed and will draft and/or revise an NDA accordingly.

Yes. The signature sheet must be returned even if information was not exchanged. The signature sheet can help us to document when proprietary information was not received. This helps protect Georgia Tech and our employees in the event of a dispute. If no proprietary information was shared, then you may add a statement stating such on the signature sheet when you return it.

Yes, if possible. Use of Georgia Tech’s standard NDA templates will expedite the negotiations as our templates contain all of our essential provisions. Using our templates will allow you to begin exchanging information sooner.

Yes. Retaining a copy of the NDA enables the PI to understand their obligations and manage information flow. By keeping the signature sheet, the PI can:

1. Ensure only employees who have reviewed the NDA access the information; 
2. Add new recipients as necessary; and
3. Review and remind all recipients of their obligations.

Yes. Legal Affair’s NDA routing form is available at <*Insert NDA Routing Form .pdf or website link*> . Georgia Tech’s standard NDAs are available for Georgia Tech employees upon request to Ask Legal.

No. You may not amend an expired NDA. Once an agreement expires, you need a new agreement. If you are the PI, please contact Legal Affairs before the expiration of the NDA. We can then prepare an amendment to extend the NDA so that you can continue your work.

Yes. As the PI, you manage and control the flow of the company’s confidential information. You also maintain the signature sheet and keep a copy of the NDA to ensure that each employee with access to a company’s confidential information has reviewed the te rms of the NDA and understands their obligations.

No. You may only work off of an existing NDA if the PI identified in the NDA approves of your access to the information. At Georgia Tech, NDAs are specific to the PI, the purpose and subject matter of the exchange, and the company. If the PI approves your access as a new recipient and you sign the signature sheet, then you may work under the NDA. If you are not approved, then a new NDA may be negotiated for you.

Yes. The period of exchange is the length of time that the parties may disclose information. The period of confidentiality is how long you are required to protect the information that was disclosed to you.

Yes. Legal Affairs needs to know about foreign nationals in case there is a deemed export. A deemed export occurs when export controlled technology or source code is provided to a foreign national within the United States. For additional information regarding exports, please see https://ethicsfirst.gatech.edu/exportandtrade.

Yes. The standard period of protection is five (5) years from the date of information receipt. This period of protection aligns with Georgia Tech’s Agreement Providing for the Assignment and Administration of Intellectual Properties (“IP Agreement”) that each employee signs during onboarding. However, the protection period can be shorter than five (5) years as requested or needed and, in some instances, is preferred.

Yes, but only after an export review has been completed and the exchange with the foreign company has been approved. Sometimes, the exchange will not be approved, but Legal Affairs will work with the Export Control and Trade team toward a resolution. Please see https://ethicsfirst.gatech.edu/exportandtrade  or additional information regarding export reviews.

Note: Export reviews may delay the processing of your NDA, so please send these requests to Export Control and Trade as soon as possible so that we may help you meet your needs. Please visit the Export Control and Trade’s Contact Us page at: https://ethicsfirst.gatech.edu/exportandtrade/contacts. 

Compliance with export laws is federally required and is not optional for Georgia Tech.

Yes. Extension documents are required if an NDA’s period of confidentiality exceeds the standard five (5) years required by each employee’s IP Agreement. A period of protection longer than five (5) years is considered an extended period of confidentiality and requires additional internal approvals as well as extension documents in order to proceed.

Yes. Please complete the routing form and provide all the requested information so review of the agreement can be initiated immediately. During negotiation, if a company does not respond to Legal Affairs, you may be asked to reach out to your technical counterpart for assistance. Together, we can get the NDA processed and completed so you can begin your work.

Another way to expedite the NDA process is to request the company to use Georgia Tech’s standard NDA templates as soon as know an NDA is needed.

No. Only authorized signatories may sign agreements for Georgia Tech and Georgia Tech Research Corporation. You are a Georgia Tech authorized signatory if you have a written delegation of signature authority from the President of Georgia Tech. You are authorized to sign for the Georgia Tech Research Corporation if its Board of Directors has approved this delegation of signature authority to you. For more information on Georgia Tech signature authority and authorized signatories, please visit the Signature Authority legal topic.

Georgia Tech is the contracting party when Georgia Tech receives proprietary information related to general academic or administrative activities, including purchase of goods and services.

Georgia Tech Research Corporation (GTRC) is the contracting party when there is an exchange of proprietary information related to a sponsored fundamental project, or when there is disclosure only of Georgia Tech information because GTRC owns and manages Georgia Tech intellectual property.

When the technical contact is a Georgia Tech Research Institute (GTRI) employee and there is an exchange of proprietary information related to a sponsored applied research project, then Georgia Tech Applied Research Corporation (GTARC) is the proper contracting party.

No. If, however, you discover that you need one later, you caninitiate an NDA with the appropriate GeorgiaTechoffice. For academic or administrative activities, please contact Legal Affairs office by sending a completed and signed NDA routing form to Ask Legal.