Technology transfer guide

NDA for Technology Transfer UK: Protecting IP Licensing and Commercial Exploitation

Universities, research institutions and technology companies share patent details, know-how and commercially sensitive IP before licensing agreements are signed. This guide explains when a technology transfer NDA is needed in the UK and how to protect pre-licence disclosures under English law.

By Richard Wood, Founder9 min readUpdated 18 June 2026Last reviewed 18 June 2026technology transferIP licensinguniversitiesknow-how

Technology transfer is the process by which patented inventions, know-how and other commercially valuable IP developed in universities, research institutions or technology companies are licensed or assigned to commercial partners for exploitation. Before any licence agreement is signed, the IP owner must share technically sensitive information with prospective licensees, investors or spin-out partners. That pre-licence disclosure — patent claims, experimental data, manufacturing know-how, prototype designs — requires an NDA to protect it.

This is general information, not legal advice

NDASafe is a document preparation service, not a law firm. Our templates are legally reviewed against applicable UK law at the point of release, but every situation is different. Where significant value, unusual risk or a cross-border element is involved, take independent legal advice before you sign.

When technology transfer parties need an NDA

Technology transfer generates pre-contract disclosure at multiple points in the commercialisation process. The most common situations where an NDA is needed include:

TTO licensing rounds: A university or research institution technology transfer office sharing patent details, know-how packages, technical reports and financial projections with prospective licensees before any licence term sheet or heads of terms is agreed needs an NDA signed by each prospective licensee before the first disclosure.

Pre-patent technical discussions: Where an invention has not yet been patented, any disclosure of the technical details to a third party before a patent application is filed carries the risk of destroying novelty under the Patents Act 1977. An NDA ensures that the disclosure is made in confidence, preserving patentability while allowing commercial discussions to proceed.

Know-how licensing negotiations: Not all commercially valuable IP is patented. Manufacturing processes, formulation techniques, experimental protocols and proprietary methods — collectively know-how — are licensed without patent protection. An NDA is the primary mechanism for protecting know-how disclosures before a know-how licence agreement is executed.

Technology company licensing discussions: A software company sharing proprietary source code, algorithm architecture or technical specifications with a prospective OEM licensee or integration partner before any licence agreement is signed needs an NDA to protect that pre-contract technical disclosure.

Spin-out company formation: Academic founders, early-stage investors and incubator or accelerator partners discussing the formation of a university spin-out share commercially sensitive patent portfolios, research data, financial projections and commercialisation strategies before any founders agreement or investment agreement is signed.

Cross-border technology licensing: UK institutions and technology companies entering into international licensing discussions with overseas licensees, distributors or joint venture partners share technically sensitive IP before any cross-border licence agreement is executed. An NDA under English law governs the pre-licence disclosure and provides a clear legal framework in the event of a breach.

Due diligence for IP acquisition: A prospective acquirer of a patent portfolio, know-how package or technology business conducting pre-acquisition due diligence gains access to technically sensitive information about the IP being acquired. An NDA governs that due diligence disclosure and restricts the acquirer's use of the information to the evaluation of the specific acquisition.

What technology transfer information is confidential

Technology transfer confidential information spans technical, scientific and commercial categories. A well-drafted NDA should expressly identify the types being disclosed:

Patent applications and claims: details of filed or pending patent applications, including claims, specifications, priority dates and prosecution history, before those applications are published
Unpatented inventions: details of inventions not yet the subject of a filed patent application, including prototypes, design drawings, experimental results and technical descriptions
Know-how and trade secrets: manufacturing processes, formulation techniques, experimental protocols, operating parameters, quality control methods and any other practical technical knowledge not in the public domain
Research data and experimental results: unpublished datasets, laboratory notebooks, clinical or field trial data, and analysis results that support the commercial case for the IP
Software source code and architecture: proprietary algorithms, source code, technical specifications and system architecture documents forming part of the IP package
Financial projections and commercialisation strategy: revenue forecasts, market size assessments, commercialisation roadmaps, pricing models and investor materials prepared to support licensing negotiations
Prototype and product samples: physical or digital prototypes, proof-of-concept builds and product samples shared during technical due diligence
Third-party IP and collaboration obligations: details of third-party IP incorporated in the technology and any existing obligations to research funders, grant bodies or collaboration partners that bear on the licensing terms

One-way or mutual NDA in technology transfer?

The appropriate structure depends on the nature of the pre-licence relationship and which party is sharing sensitive information.

In a TTO-to-prospective-licensee context, the institution shares patent details, know-how and technical data while the prospective licensee evaluates the opportunity. A one-way NDA (disclosing party) from the institution's perspective is the standard structure.

In a joint development or co-licensing discussion where both parties share technical IP — for example, two technology companies exploring a cross-licence — a mutual NDA reflects the bilateral exchange of sensitive information.

In a spin-out formation context where the institution shares patent and know-how details with a founding team and early investors, and those parties share financial and commercial plans in return, a mutual NDA is more appropriate.

In a technology acquisition due diligence context, the seller shares IP portfolio details and the buyer conducts due diligence. A one-way NDA (disclosing party) from the seller's perspective is appropriate, though if the buyer is also sharing commercially sensitive acquisition strategy or financing terms, a mutual structure may be preferable.

Pre-patent disclosure without an NDA can destroy patentability

The Patents Act 1977 requires that an invention be novel — not previously disclosed to the public — at the date the patent application is filed. A disclosure to a prospective licensee, investor or industry partner without an NDA in place may be treated as a public disclosure, destroying novelty and barring the institution from obtaining patent protection. Always sign the NDA before the first technical meeting where patent details or unprotected inventions will be discussed.

Protecting know-how in technology transfer

Know-how — practical technical knowledge including manufacturing processes, formulation recipes, experimental protocols and operating parameters — is a significant and often underprotected component of many technology transfer packages. Unlike patents, know-how has no registration mechanism and no statutory protection. Its commercial value derives entirely from secrecy.

A technology transfer NDA should identify know-how as a specific category of confidential information, distinct from patent claims and research data. The NDA should restrict the recipient's permitted use of disclosed know-how to evaluation of the specific licensing opportunity, and prohibit the recipient from using know-how to develop competing processes or products independently.

Where know-how will be central to the licence, the NDA should address the risk of independent derivation: if the prospective licensee claims that it independently developed the same know-how after receiving a disclosure, the NDA record — what was disclosed, when, and to whom — will be critical evidence in any subsequent dispute.

Post-termination obligations are particularly important for know-how: unlike a physical prototype, know-how that has been absorbed into a team's working practices cannot easily be 'returned.' The NDA should require the recipient to certify that disclosed know-how has not been incorporated into any ongoing work and has been deleted or destroyed from all records.

Spin-out companies and investor pre-agreement disclosures

University spin-out formation involves a sequence of pre-agreement disclosures: the institution shares patent status and know-how with founding academics; founding academics share technical capabilities and research plans with seed investors and incubators; early investors share term sheet proposals and portfolio benchmarks with the founding team.

Each of those pre-agreement exchanges involves commercially sensitive information. The NDA should be signed by all parties — institution, founders, investors, advisers — at the outset of the spin-out formation process, before any technical or financial information is shared.

For Innovate UK-funded spin-outs and those emerging from UKRI-funded research partnerships, the NDA should account for any existing obligations to the funding body regarding IP exploitation and confidentiality. The UKRI Lambert Agreements toolkit provides model agreements for university-business collaborations, but those presuppose that a pre-agreement NDA is already in place.

Incubator and accelerator programmes typically require founding teams to sign a mutual NDA with the programme operator before onboarding. Founding teams should review those NDAs carefully to ensure that obligations do not conflict with existing NDA obligations to the originating institution.

Technology transfer NDA templates

NDASafe's One-Way NDA (disclosing party) is the standard choice for TTO licensing rounds, pre-patent technical discussions and know-how packages shared with prospective licensees. The Mutual NDA covers joint development discussions, cross-licensing negotiations and spin-out formation processes where both parties share sensitive IP. The Investor NDA is designed for investment discussions around early-stage technology. £29 each or £79 for all eight NDA variants — editable Word documents delivered instantly.

Step by step

1
Identify what IP will be disclosed before signing any licence
Map the categories of information that will be shared during the evaluation phase: patent application details, know-how, experimental data, prototypes, financial projections and commercialisation strategy. This determines whether a one-way or mutual NDA is needed and informs the definition of confidential information.
2
Choose a one-way or mutual structure
If the institution or technology company is the only party sharing sensitive IP — for example, a TTO sharing patent details with a prospective licensee — a one-way NDA (disclosing party) is appropriate. If both parties will exchange sensitive technical or commercial information — as in a joint development discussion — a mutual NDA is the right structure.
3
Define confidential information with technical precision
Generic confidentiality definitions do not adequately protect technology transfer disclosures. The NDA should expressly identify the categories being shared: patent application numbers and claims, know-how descriptions, experimental results, prototype designs, software source code, financial projections and commercialisation strategy. Precision in the definition avoids disputes about what was and was not protected.
4
Sign before the first technical meeting or document disclosure
An NDA signed after technical information has already been shared does not protect what has already been disclosed. In technology transfer, the NDA must be signed before the first meeting where patent details, know-how or unpublished research data will be presented. For data room processes or managed licensing rounds, the NDA should be signed before access credentials are issued.
5
Include post-termination return and deletion obligations
If the licensing discussions do not result in a licence, all disclosed materials — documents, data, prototypes, copies — must be returned or deleted. Include a written confirmation obligation so the institution has a record of compliance. For digital materials, the obligation should extend to copies held on personal devices and cloud storage.

Frequently asked questions

Why is an NDA critical before disclosing an unpatented invention?

Disclosing the details of an invention to a third party without an NDA in place may constitute a 'public disclosure' for the purposes of the Patents Act 1977. A public disclosure before a patent application is filed destroys the novelty of the invention and can bar the inventor or institution from obtaining patent protection. An NDA signed before any technical disclosure ensures that the disclosure is made in confidence and cannot be characterised as a public disclosure, preserving patentability while allowing commercial discussions to proceed.

Does a technology transfer NDA replace the licence agreement?

No. A technology transfer NDA governs the pre-licence phase — the period during which patent details, know-how and technical information are shared with a prospective licensee before any licence agreement is signed. It does not transfer any IP rights, grant any licence, or govern the ongoing commercial relationship. Those matters are dealt with in the licence agreement itself. The NDA is the first step in the process, protecting disclosure during due diligence and negotiation.

What is know-how and how should it be protected in a technology transfer NDA?

Know-how is practical technical knowledge — methods, processes, formulations, experimental protocols, manufacturing techniques — that may not be patented but has significant commercial value. In a technology transfer context, know-how is often disclosed alongside patent details as part of the package being licensed. A technology transfer NDA should expressly identify know-how as a category of confidential information and restrict the recipient's use to evaluation of the specific licensing opportunity, preventing the recipient from using disclosed know-how to develop competing products or processes.

Can a technology transfer office use the same NDA with multiple prospective licensees?

Yes, provided the NDA is structured correctly. A technology transfer office (TTO) running a licensing process will typically use a standard-form one-way NDA from the institution's perspective, with each prospective licensee as a separate receiving party. Each signed NDA creates independent obligations for that licensee alone. The TTO should retain signed copies of each NDA and maintain a record of what was disclosed to each party and when, in case any breach needs to be investigated.

How long should a technology transfer NDA last?

Three to five years is a typical term for a technology transfer NDA. Where the IP involves genuine trade secrets or unpublished know-how that retains commercial value over a longer period, a longer term or indefinite protection for specific categories of information is appropriate. The NDA should also include a post-termination obligation requiring the prospective licensee to return or delete all disclosed materials and to confirm in writing that no copies remain. This is particularly important where the discussions do not lead to a licence.

Can a technology transfer NDA cover spin-out company formation discussions?

Yes. When a university or research institution is exploring a spin-out structure with academic founders, early investors or incubator partners, the same pre-agreement disclosure risks arise as in any licensing discussion. Patent status, technical prototypes, financial projections and commercialisation strategy are all shared before any founders agreement, shareholders agreement or investment term sheet is signed. An NDA signed by all parties at the outset of those discussions protects that disclosure regardless of whether the spin-out proceeds.