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Exchanging Confidential Information

Researchers can sometimes expedite their investigations by having access to unpublished technical information held closely by companies or other universities. Those other organizations will occasionally provide the desired information without obligation as a matter of professional courtesy, but will more often provide the information only under a Confidential Disclosure Agreement, or CDA.

Confidential Disclosure Agreements (CDA)

A CDA is a contract that specifies the rights and duties governing a transfer of confidential information from one party to another. CDAs allow the organization that holds the information to maintain contractual control of its dissemination while still permitting and encouraging use of the information too further research by a limited number of other parties. A Non-Disclosure Agreement, or NDA, is another name for the same type of agreement.

Sending Confidential Information (Outbound CDA)

Example: A UA principal investigator plans to visit an industry lab and present the latest research findings, which have not yet been published. To impose on the host company a duty not to pass that information to any third party before publication, the PI at Arizona prepares a CDA for signature by OTT and secures the signature of the host company before the planned presentation.

Receiving Confidential Information (Inbound CDA)

Example: A UA principal investigator desires to know the precise locus of a human gene recently found, but not yet published, by a colleague at another university. The PI at the other university prepares a CDA for signature by that institution and by ORCA at the University of Arizona.

Elements of a CDA

The detailed structure of a CDA varies with the authoring organization, possibly modified by negotiation, but most versions share the following elements:

• Description of the confidential information: this description should be detailed enough to permit both parties to determine with reasonable certainty whether or not given information falls under the description, but not so detailed as to reveal the confidential information itself
• Identity of the party disclosing the confidential information; this is usually an organization such as a company or another university
• Identity of the party receiving the confidential information; this is usually an organization and, as agent, a principal investigator within that organization
• The period during which the confidential information may be transferred; this period is usually only as long as required for the purpose of the disclosure - typically, as long as the parties plan to collaborate on a specific project or endeavor
• The date at which the recipient of the information is released from a duty of confidentiality; this date can be any time after the information is transferred, but is usually longer than the planned collaboration period

Signatures Required

Executing a CDA requires signatures of the director of OTT (for information send from UA) or ORCA (for information received by UA), of the University of Arizona Principal Investigator, and of the corresponding individuals at the other organization.

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Last modified: October 08, 2005.