A Confidential Disclosure Agreement (CDA), also known as Non-Disclosure Agreement (NDA) or Confidentiality Agreement (CA), is an agreement between the University and an outside entity to facilitate discussions of confidential information. By signing a confidentiality agreement, the recipient, or both parties if using a mutual disclosure agreement, undertakes the obligation not to disclose information as defined in the agreement. 

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For the University, maintaining confidentiality can preserve the University's rights while ensuring compliance with all applicable laws and University policies. OSP has been charged with reviewing, approving, and executing all CDA's for clinical research at the University. The University's confidential obligations should always be subject to other legal and practical considerations. Some of the issues OSP can assist you with include:

• The University's duty to disclose records in compliance with GRAMA (open records law), and whether any third parties will need access to information (e.g., other vendors [system integration], consultants or subcontractors, etc.)
• The types of information that need to be exchanged to facilitate the business discussion or services and determining whether the definition of "confidential information" accurately reflects that understanding
• How "confidential" information will be identified
• How long information needs to be protected
• Whether or not to return or destroy confidential information once the relationship ends and whether to retain copies for archival/audit purposes

Material Transfer Agreements (MTA) or Data Transfer Agreements (DTA) govern the provision or receipt of information/research material and/or data or human subject data. The terms of the agreement depend on the nature of the materials, the intended use, whether the recipient is an academic or commercial entity, and the consideration of any intellectual property interests associated with the material.

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An MTA will address the rights, obligations, and restrictions agreed upon between the parties with respect to:

• Ownership of the original material and modifications
• Recipients use of the material
• Recipients ability to transfer the material, modification, and derivatives to 3rd parties
• Rights to inventions resulting from the use of the materials
• Rights to publish research obtained through the use of the materials
• Reporting and confidentiality obligations

An MTA defines the terms and conditions for the exchange of materials between University of Utah and another party and does not include all terms necessary for the conduct of funded research projects. Accordingly, an MTA is not an appropriate agreement to define the terms for the conduct of sponsored research even if that research also includes the transfer of materials to University of Utah. 

A Data Use Agreement (DUA) is an agreement used when there is exchange of research data between the University of Utah and another entity. The DUA will govern the terms and conditions associated with the pertinent data involved in the matter. Due to the increasing concern relating to data and data security, it is crucial to establish effective provisions in order to avoid any conflict or misunderstanding. 

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