Confidential Disclosure Agreement (CDA) guidance

A Confidential Disclosure Agreement (“CDA”), also referred to as a Non-Disclosure Agreement (“NDA”), is an agreement between two or more parties that outlines the terms under which the parties will exchange information for a specified purpose. Quite often at Duke a CDA is used when a Duke researcher and another party are considering entering into a research relationship and need to discuss confidential information related to that purpose. 

The CDA establishes the terms under which the disclosing party’s information can be used or further disclosed by the receiving party.  A CDA can be unilateral if it contemplates only one party disclosing information thereunder or it can be a two-way CDA where both parties disclose and protect information. Protecting Duke researcher confidential information is important for several reasons, not the least of which are:  i) maintaining control over the researcher’s own information, ideas or unpublished results, ii) protecting the novelty of any technology associated with the researcher’s laboratory, and iii) maintaining the patentability of any inventions arising from the research.  In general, a CDA will set forth the manner in which confidential information will be disclosed among the parties, will set the time frame for maintaining the information provided in confidence and will define other parameters specific to the confidential discussion. 

Because Duke is an academic research institution founded and operating on the premise of open and free exchange of information, and the fact that Duke does not conduct secret research, Duke cannot agree to long term or perpetual obligations of confidentiality. Long term obligations of confidentiality are simply unrealistic in an academic setting.  Duke’s standard term of confidentiality is 3 years, however, Duke can agree to a term as long as five years when required by the other party.

In the event a researcher needs a CDA, the researcher should contact ORC to discuss.   After discussing the necessary issues (the topic of CDA and the name of the parties that will be exchanging confidential information), ORC will draft a proper CDA and provide it to the other party.  In the event the researcher receives a proposed CDA from another party, the researcher should forward that CDA to ORC for review and processing.

Duke researchers should generally not sign CDAs in their own name and are not authorized to sign CDAs on behalf of Duke – all CDAs should be submitted to ORC to obtain the proper review and signature.