Guidance

UK-China Research & Innovation Non-Disclosure Agreement

Updated 14 December 2021

Protecting confidential information and intellectual property in research and innovation collaborations.

If you are a British research institution or company and would like to request a copy of the UK-China Research & Innovation Non-Disclosure Agreement (NDA) please contact:

IP team/DIT China: CommercialMail.Beijing@fcdo.gov.uk

S&T team: Beijing.Science@fcdo.gov.uk

The UK-China Research & Innovation Non-Disclosure Agreement (NDA) is intended to help UK companies and academics develop collaborative research and technology licensing projects with Chinese partners. The NDA helps create a legal framework for the sharing of confidential ideas and intellectual property (IP) as part of the process of negotiating an appropriate agreement for a project. Possible applications of the NDA include early-stage meetings when forming a consortium to bid for joint research funding, negotiating a formal consortium agreement or negotiating a technology transfer or license agreement.

The NDA is mutual, bilingual (English-Chinese) and designed to be consistent with Chinese law and industry practice. Two dispute resolution clauses are provided for the NDA, one subject to Chinese court proceedings without arbitration and one specifying arbitration (users should select one of these two options). Accompanying notes explain the NDA and its use and assist in choosing the appropriate dispute resolution clause.

An NDA is a legally binding contract signed between two or more parties. An NDA commits the parties to respect IP and confidential information shared in respect of a defined project. The NDA describes the permitted use of disclosed information, and sets out the compensation for breaching these terms.

A mutual NDA provides for situations where both parties to the agreement may disclose confidential information as part of a project, and the disclosures of both parties are covered by the terms of the NDA.

The NDA has been developed in response to questions from UK companies and universities exploring research and innovation projects in China. The NDA is intended to be sufficiently flexible for a range of possible applications and UK users, including companies, universities, technology transfer offices, research institutes and innovation service providers. Chinese parties can be either universities, state-owned enterprises (SOEs) or private companies.

The NDA has been developed by the UK’s Intellectual Property Attaché to China (based in the British Embassy Beijing), the UK Science and Innovation Network in China and the UK Intellectual Property Office (IPO).

For more information on protecting IP in China please see the British Embassy Beijing business factsheet on IP collaborative research technology transfer in China and other materials on the Embassy IP webpage.