A confidential disclosure agreement (CDA) is a legal contract through which the parties involved in executing the agreement are obligated not to disclose any proprietary information covered under the CDA. A CDA outlines the scope of the confidential information the parties wish to share with each other for specified purposes. A CDA is also known as a nondisclosure agreement (NDA), confidentiality agreement or secrecy agreement.

A CDA is established before any industry or external academic contact is made for the disclosure or receipt of confidential information. Similarly, if a company, an academic institution or an individual outside of Jefferson approaches any Jefferson personnel to disclose or receive confidential information, such Jefferson personnel shall contact the Innovation team to set up a CDA before taking any actions. If the confidential information is related to clinical trials, please contact our Office of Research Administration (ORA).

For example, a CDA is needed when a Jefferson employee or student:

• Plans to disclose information pertaining to submission (industry, academic collaborator, idea) which has not yet been publicly disclosed

• Is interested in receiving a confidential protocol or study summary on a clinical trial from a potential sponsor

• Is interested in collaborating with a company by receiving the company's proprietary product information and providing feedback on the product

To obtain a confidentiality/non-disclosure agreement (CDA/NDA), please submit a request via the Innovation Agreements Portal. In order to process your request, we will ask you for a little information, including:

• The names of the principal investigators (PIs) who will disclose and/or receive confidential information
• A brief, nonconfidential title to describe the Jefferson confidential information that the Jefferson personnel plan to disclose to the other party. We ask the PI to specify whether the Jefferson confidential information is related to any Jefferson inventions that have been developed.
• Contact information of the other party of the CDA
• Additional details, if necessary

We propose using Jefferson's template CDA and work with the other party toward mutually agreeable terms as needed. If the other party proposes terms that present a potential legal risk to Jefferson, we will need to consult with the University Counsel.

Once both parties agree with the CDA terms, the signature process will be initiated. Jefferson PIs and/or personnel may be required to sign the CDA to recognize the confidentiality obligations.

The processing time for a CDA varies, depending when terms are agreed upon and when all parties sign the agreement.

Jefferson personnel cannot execute a CDA on behalf of Jefferson. The authorized signatories for Jefferson CDAs are the Vice President, Innovation Management (excluding clinical trial-related CDAs) and the Director of ORA (only for clinical trial-related agreements).

Jefferson does not execute any Master CDAs. Any CDAs that Jefferson executes includes a specific scope of the confidential information and shall be for a designated principal investigator for a potential project.