Confidentiality Agreements

Confidentiality Agreements (a.k.a., CDAs or NDAs) protect information that is not yet in the public domain by limiting further disclosure and use by the recipient.  There are three general forms of the agreement: (1) one-way transfer of information from the university out to a third-party, (2) one-way transfer of information from a third-party to the university, and (3) two-way transfer of information between the university and a third-party (i.e., both parties share confidential information).  Bearing in mind that the University is a fairly open environment and that maintaining another’s confidentiality is an obligation you will undertake to the benefit and potential detriment of yourself and the University, the correct agreement should be judiciously selected for the particular circumstances of the contemplated transaction.

As an academic institution it is important to preserve our right to publish and openly exchange information.  The receipt of confidential information can potentially limit academic freedom if not managed properly.  Hence, you should avoid accepting any more information from a third party than is absolutely necessary.  If you do not need a third party’s confidential information, the agreement should be a one-way transfer of information to the third party.  If it is at all possible to accomplish your goals without the transfer of confidential information, you are encouraged to pursue that option and thereby avoid unnecessary entanglements or restrictions on your research.   Remember that when you receive third party information, you are not only obligated to maintain it in a confidential manner, but you also cannot use the information outside of the context of the contemplated transaction.  That can be difficult to control in an academic environment and this should be an important factor when you elect to enter into a transaction requiring a CDA.

Given that the University is an open environment, we prefer to limit the obligations of confidentiality and non-use to short periods of time.  Usually 2 to 3 years will suffice.  In general, periods of confidentiality and non-use exceeding 5 years will only be acceptable in rare situations and will require sound justification.

In order to assist you in preparing a CDA we have designed a fillable PDF form that helps identify key information necessary to move forward.  This form can only be properly used in combination with Adobe® products.  It will not work properly with other PDF readers. The form is located here and is entitled: Confidentiality Agreement Request Form.  Our office processes CDAs for university business only.  We do not process CDAs for persons acting in their capacity as an individual.  For these reasons, the CDA is executed by and between the University and the third party and not in the name of any individual.  This form is not intended for use with personal matters, including personal consulting arrangements.

Given the general concerns, why do CDAs at all?  If we do not want to receive confidential information and we do not keep confidential information for long periods, then Confidentiality Agreements do not make much sense.  In fact, it is very possible to have constructive discussions with third parties without revealing confidential information – for example discussing the performance of a material but not revealing its structure/composition.  An effective non-confidential description of your work is usually the best starting place.

However, we do recognize that there are circumstances when a CDA makes sense.  For example, you may have key data available prior to filing a patent application or submitting a manuscript that you would like to share in a limited way.  In those circumstances we suggest working with a representative from our business development group to discuss the best path forward.

Adobe® is a registered trademark of Adobe Systems Incorporated