What is CDA?
A confidential disclosure agreement (CDA), also known as a non-disclosure agreement (NDA), is a legal contract between at least two parties that outlines confidential information that the parties wish to share with one another for certain purposes, but wish to restrict access to by third parties. As such, a CDA protects non-public research results and business information from being disclosed or used by third parties. CDAs are commonly signed when two institutions, companies, individuals, or other entities are considering entering into a collaboration and need to view or exchange confidential information.
Should a CDA cover the conduct of a research study?
No. A CDA should not be used to cover the actual conduct of research, as it would restrict the University and investigator’s ability to publish or otherwise disseminate the results and knowledge gained by the research.
Should my disclosure agreement be one-way or two-way?
Typically Brown University enters into CDAs that are one-way, that is, outgoing, so that our pre-publication results can be disclosed to a third party for a limited and defined purpose.
Should I sign a CDA myself?
The researcher can sign the agreement on his/her own behalf. In this case the researcher will be held personally (and solely) responsible for any legal or business issues related to the agreement.
The researcher can require the University to sign on his/her behalf, or in addition to him/her. If the CDA is formatted by the other party to depict only an investigator as the party and signature, the TVO will alter the agreement as needed to include an institutional signature.
When should I consider asking another party to complete a CDA?
You should consider the need for such an agreement any time you are disclosing information that is not generally available to the public, and which you wish to limit the other party’s use or dissemination. Examples might be sending a study of your design, or a protocol, to a pharmaceutical company, giving a lecture to a pharmaceutical company that discusses your unpublished research, or sharing a potentially patentable idea with a collaborator outside the University in the context of a grant proposal.
Should a CDA cover issues like publication pre-review and intellectual property?
Typically these areas should not be addressed in a CDA, as a CDA should typically only allow use of provided information for evaluation purposes. The actual conduct of the project should be covered in a separate contract, like a clinical trial agreement or a sponsored research agreement. Accepting these kinds of clauses in a CDA can restrict the investigator or University from freely pursuing their research and results.
If I receive information under a CDA, can I give it to other Brown University employee?
Possibly, depending on what the terms of contract are. It is always a good idea to check first, because some agreements limit disclosures strictly to the point of contact referenced in the agreement- usually the primary investigator.
How long will the obligations last?
Typically confidentiality obligations could last from 3 to 5 years, in some cases it could last up to 7 and more years, depending on the Agreement. In each case it should be carefully reviewed by the PI.
How long will it take to get a CDA in place?
Using Brown CDA templates will extremely streamline the process. It can be submitted to the other party in 24 hours. Using the other party template will delay the execution of the document as it normally requires negotiation on some provisions.