Confidentiality Disclosure Agreements

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.

A CDA should be considered 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design (or a protocol) to a pharmaceutical company, giving a lecture to a pharmaceutical company that discusses your unpublished research, or sharing a potentially patentable idea with a collaborator outside the University in the context of a grant proposal.

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. 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.

Signature authority at the University is limited to a few authorized persons within the Office of Research. Faculty and staff do not have the authority to sign any contract binding the University of Florida under any circumstances. The faculty or staff member could sign, acknowledging the terms of the final CDA, but the CDA always requires an additional authorized institutional signature from the Office of Research authorized signatory in the Division of Sponsored Programs( DSP) or the Office of Clinical Research (OCR).

If you are not sure which office you should send your CDA to, contact DSP or OCR-Contracting@ahc.ufl.edu.