Contract Services

Non-Purchase Agreements

Non-Disclosure Agreements (NDAs)

Use an NDA to protect confidential information shared between parties. The agreement prevents the receiving party from disclosing sensitive data to competitors or the public and helps preserve a competitive advantage. Apply NDAs during business negotiations, partnerships, employment discussions, or when sharing intellectual property.

Common situations to use an NDA

• Supplier Relationships
  Protect proprietary designs, technical specifications, or formulas shared with prospective suppliers. Advise suppliers that pricing may not remain confidential if UC Irvine later purchases goods or services, as university purchases are subject to Public Records Act requests.
• Supplier Security Reviews
  Support reviews by UC Irvine’s Office of Information Technology when suppliers request privacy for their security policies and practices.
• Prospective Research
  Safeguard unpatented inventions, research data, and other intellectual property.

Signing NDAs

Sign agreements only with proper Delegation of Authority. Procurement typically signs NDAs related to prospective purchases, non-purchase service agreements, and OIT supplier security reviews, because these activities involve potential acquisition of software or IT services.

Request Procurement to sign an NDA by submiting a Procurement ServiceNow ticket and include:

• Name of school or organization and department
• Name of the third party
• Department disclosing the confidential information
• Description of the confidential information
• Description of the activity requiring the exchange

Confirm security review when sharing UC Irvine information. If confidential university data will be provided to an external party, coordinate with OIT for a supplier security review and consult the Unit Information Security Lead (UISL).

Route NDAs to the appropriate authority. Not all NDAs are signed by Procurement. When the activity falls under another area with delegated authority—such as a research project—the responsible office, including the Office of Research, handles and signs the agreement.

Use the UC standard NDA template for all submissions.

Non-Cost Service Agreements

Consider a signed agreement even when a supplier provides services at no cost. The type of service, location of performance, and potential risks may require an agreement to ensure the supplier accepts responsibility for claims it causes.

Submit a request for a Non-Purchase Agreement by submiting a Procurement ServiceNow ticket and include:

• Name of school or department and the area’s authorized approver (CAO, ASM, associate dean, associate vice chancellor, etc.)
• Name of the other party, including representative name and contact information
• Detailed description of the work or services
• Additional documentation that explains the activity
• Completed UCI Purchase Agreement and Statement of Work form, with as much information as possible
  • Vague or missing information will delay processing.