Confidentiality Disclosure Agreements (Cdas)

Confidentiality Disclosure Agreements (CDAs)

A confidentiality agreement (CDA) is a legal agreement between at least two parties which outlines information the parties wish to share with one another for certain evaluation purposes, but wish to restrict from wider use and dissemination. The parties agree not to disclose the non-public information covered by the agreement. 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. CDAs are also valuable to protect the ability to patent an invention, something that can be compromised if a disclosure of the invention becomes public knowledge. These agreements can also be referred to as nondisclosure agreements (NDAs) or secrecy agreements.

Dissemination of information is a vital part of research, but care should be taken when this involves confidential information. You should carefully consider the consequences of disclosing your or third parties' confidential information to others. Once information has been publicly disclosed (e.g. by conversation, email, seminars, poster presentations or interviews), it is no longer considered confidential, unless that disclosure was under an obligation of confidence.

Why might information need to be confidential?

Confidential information may be protected for several reasons, the most important ones being:

§  to retain control over your information

§  to prevent others from using your ideas

§  to protect novelty of inventions prior to patenting

Novelty is a significant criterion used in assessing the patentability of an invention (i.e. whether the invention is new, or has entered the public domain) and a common reason for the failure of patent applications is premature, non-confidential disclosure of the invention.

Is a Confidentiality Agreement the same type of agreement as a Non-Disclosure Agreement?

Yes, Non-Disclosure Agreements have many different names – Confidentiality Agreement, Proprietary Information Agreement, etc. The purpose of these agreements is the same – to guard against disclosure of confidential or proprietary information of one or both of the parties to the agreement.

How long does it take to negotiate a CDA?

Typically, it should not take long to negotiate a CDA; most agreements can be signed by the Hospital in less than a week, contingent on the turn around of the Sponsor. However, if the CDA contains terms and conditions that are not acceptable, negotiation must occur. Clauses that may require negotiation and potentially create a delay in signature include:

·  governing law (if not Florida)

·  indemnification

·  intellectual property (should not be in an CDA since the purpose of the agreement is to protect confidential information of a party)

·  overly broad definition of confidential information

·  requirement to label confidential information not included, especially if exchanged verbally or visually.