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Use of a Confidential Disclosure Agreement, or CDA, is important when the information to be transferred has, or is likely to acquire, value to the party that developed and lawfully possesses the information, and when that value would diminish if the information became public before the developer desires it to do so.
For example, a UA research might require a CDA before transferring information to another individual or institution when the information contains details of an invention that the researcher intends to disclose to the University for possible patent protection. The concern is not that the recipient will "steal the invention," but that uncontrolled disclosure prior to patent filing can bar patenting outside the U.S. and can start a one-year clock for filing a patent in the U.S. Consistent use of a CDA prior to a patent filing provides evidence against assertions that the invention is already in the public domain.
UA researchers might also require a CDA before transferring technical information to a company, especially a company with commercial interests in the same line of research. Doing so signals the company of the significance of the information, and gives the company an opportunity to decline accepting the information because of a concern that doing so might unduly entangle the interests of the company with those of the discloser or the discloser's university employer.
Use of a CDA is not necessary when the information to be transferred has already been made public, or when it has been developed in the discloser's own research group and is of a nature that makes it unlikely to lose value if made public outside the control of the developer.
Transferring technical information under a CDA is an appropriate fit for some cases and some principal investigators, while other University investigators, in some cases, have concerns about doing so. Making this judgment for principal investigators' own research results is the prerogative of the principal investigators themselves. For specific cases, investigators are encouraged to contact OTT.
