Confidential Disclosure Agreement (CDA) guidance

What is a CDA

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 they consider confidential for a specified industry supported research collaboration, including, but not limited to the confidentiality period, and the disclosure period.

A CDA sets the rules for how the receiving party may use or share the disclosing party’s information. It can be one‑way, where only one party shares information, or mutual, where two or more parties share and protect information. 

Why Duke uses CDAs in research

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. Protecting Duke researcher confidential information is important for many reasons, including:  

  1. Maintaining control over the researcher’s own information, ideas or unpublished results
  2. Protecting the novelty of any technology associated with the researcher’s laboratory
  3. Maintaining the patentability of any inventions arising from the research

Because Duke is an academic research institution that values open exchange of information and does not conduct secret research, it cannot agree to long‑term or perpetual confidentiality obligations. Duke’s standard confidentiality term is three (3) years, but it can agree to up to five (5) years if required by the other party.

Duke researchers should 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.

Obtaining CDAs for research relationships and research information

In the event a CDA is needed for a research relationship or research information, the Office of Research Contracts (ORC) should be contacted. After discussing necessary issues, ORC will draft a 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. 

  • ORC does not review CDAs with vendors for services. For vendor CDAs please reach out to Duke Procurement.

Who to contact

  • If the CDA is for Duke to receive or provide information related to a clinical trial where Duke will enroll subjects, contact:

    Mitchell E. Yelverton, J.D. (Director)
    Tel:  919-684-9495
    Email: mitchell.yelverton@duke.edu

  • If the CDA is for Duke to receive or provide information related to: basic science, pre-clinical or translational research,  contact:

    Curtis Bradney, Ph.D. (Director)
    Tel:  919-668-3127
    Email: curtis.bradney@duke.edu

  • If the CDA is for Duke to receive or provide information regarding a proposed educational  program or retrospective data research, contact:

    Susan Hayden, J.D. (Director)
    Tel:  919-684-0048
    Email: susan.hayden@duke.edu