Confidential Disclosure Agreements (CDA)
A confidential disclosure agreement (CDA) – also called a non-disclosure agreement (NDA) or proprietary information agreement (PIA) – is a legal agreement which outlines proprietary information that the parties wish to share with one another for certain evaluation purposes, but wish to restrict from wider use and dissemination to third parties or to the public at large. CDAs are commonly executed when two parties are considering pursing a relationship together and need to understand the other’s processes, methods, or technology solely for the purpose of evaluating the potential for a future relationship. For example, a confidentiality agreement may be required by a company when the company wishes to disclose its proprietary information to an Northwestern investigator who is considering participating in a clinical trial. The parties agree not to disclose the proprietary information covered by the agreement for a specific (not indefinite) period of time.
Requests for CDAs should be submitted via CERES. Sponsored Research will review each request and work with the other institution to finalize the CDA and facilitate the signature process.
Northwestern University investigators cannot sign CDAs on behalf of the University. The agreement needs to be set up as a contract between institutions and signed by an Authorized Official who is capable of binding the University to the terms. Northwestern PIs are often required to sign CDAs as Read and Understood. Northwestern strongly encourages its PIs to thoroughly read through CDAs before signing. Not all CDAs are the same and it is very important that Northwestern PIs and lab members understand and abide by the terms and conditions outlined in the agreement.
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