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Confidential Disclosure Agreements

Purpose

Protecting confidential and proprietary information through a confidential disclosure agreement (CDA). A CDA restricts the recipient of the information from sharing it with others or claiming it as their own.

Applicability

Principal Investigators (PIs) working with proprietary information or having specific knowledge that should be protected, not shared, and retained as confidential. This information may belong to another party (e.g., a company) or may be developed by investigators at the University.

Other common names for a CDA are: non-disclosure agreement (NDA), confidentiality agreement, proprietary information agreement. CDAs may be unilateral ("one-way" -  one party shares their information with the other party) or bilateral ("two-way" or "mutual" - both parties share information with each other).

Review our additional information on clinical research CDAs.

Instructions

  1. If you receive a CDA from another entity for review and signature, submit it to OSP for review and signature, except:
    1. If the CDA is related to disclosure of a University of Utah investigator's invention or discovery, the Technology Ventures and Commercialization (TVC) office will review and sign. To start the process, contact TVC.
    2. NOTE: If the CDA is related to a clinical trial or industry contract, send the CDA to the appropriate OSP contact.
  2. Contact OSP to initiate a CDA if you expect to share proprietary information with a potential collaborator or sponsor related to a funding opportunity response or an ongoing project/program.
    1. Include contact information for the other party, a high-level description of the information to be shared, and a clear understanding of the reason for the exchange of the confidential information will be needed in order to draft the agreement.
    2. If the CDA is related to disclosure of a University of Utah investigator's invention or discovery, TVC will prepare and sign.
    3. For CDA's for other purposes:
      1. OSP will draft a unilateral or bilateral CDA, as appropriate.
      2. OSP will send the CDA to the other party, negotiate if required, and sign for the University of Utah.
  3. Wait for the CDA to be signed by the authorized officials of both parties before sharing the confidential and proprietary information.
  4. The disclosed information is protected for the period of time stated in the CDA. Contact the office that signed the agreement for the University if additional proprietary information will be disclosed that is not described in the CDA, or if the period of time for protection needs to be extended.


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Last Updated: 11/14/16