Procedure Library

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 information on Non-Disclosure/Confidentiality, Material and Transfer, and Data Use Agreements. For questions re: CDA's, NDA's, MTA's, DUA's, please contact Miriam Allen.

Instructions

OSP will draft and negotiate incoming and outgoing agreements associated with active and anticipated sponsored projects.  A Document Summary Sheet (DSS) number is required to process each request. The eProposal status for anticipated projects can be 'In Progress'.

1. If you receive a CDA from another entity for review and signature, submit it to OSP for review and signature using the OSP webform, as instructed here.
   
   1. If the CDA is not associated with an active or anticipated sponsored project, the PIVOT Center will review and negotiate it. To submit a request to PIVOT, please complete the PIVOT Center request form.
2. Contact OSP, using the webform, 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. The webform will ask you to provide 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. 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.

Related Policies and Procedures

• Resources > Agreement Templates > Confidential Disclosure Agreements
• Employee Portal > Standard Operating Procedures > Material and Data Transfer Agreements (MTA/DTA)