Learn About Confidentiality Agreements

We recommend researchers enter into a confidentiality disclosure agreement (CDA or NDA) any time you or a company plan to share proprietary or non-public information with each other. Learn more below or navigate directly to the CDA Request Form.

What is a Confidentiality Disclosure Agreement?

Confidentiality disclosure agreements (CDAs), or nondisclosure agreements (NDAs), protect information disclosed in the course of evaluating a possible business relationship 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:

• one-way transfer of information from the university out to a third party
• one-way transfer of information from a third party to the university
• two-way transfer of information between the university and a third party (i.e., both parties share confidential information)

When Do I Need a CDA?

As an academic institution, it is important to preserve our right to publish and openly exchange information. If not managed properly, the receipt of confidential information can potentially limit academic freedom if not managed properly.

Generally speaking, you should avoid accepting any more information from a third party than is absolutely necessary. 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 the context of the contemplated transaction. Keeping confidential information limited to the purpose can be difficult to control in an academic environment, and this should be an important factor in whether or not you elect to enter into a transaction requiring a CDA. If it is at all possible to accomplish your research goals without the transfer of confidential information, you are encouraged to pursue such an option and to thereby avoid unnecessary entanglements or restrictions on your research.

It is very possible to have constructive discussions with third parties without revealing or receiving 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.

If you do not need a third party’s confidential information, the agreement should be an outgoing CDA with only a one-way transfer of information to the third party.

With that said, there are several circumstances when a CDA makes sense, as CDAs can protect BU and BU investigators in important ways:

• They allow BU investigators to discuss interesting new findings without compromising their future patentability.
• They memorialize what was discussed between the investigator and the company, so that if later there are questions about who originally developed an idea, we have a record of when the discussion took place.

Examples of times when a CDA is useful:

• You have key data available prior to filing a patent application or submitting a manuscript that you would like to share in a limited way.
• Industry sponsor wants to share their proprietary research results as a precursor to a sponsor-initiated clinical trial or sponsored research project.

Common Obligations

Common obligations of a CDA provide that:

• the providing party will provide the confidential information in writing, mark it confidential and, if provided orally, must distill the information in writing and provide to the receiving party within 30 days;
• the receiving party will not disclose confidential information it has received from the disclosing party to anyone that does not need the confidential information for the purposes of the agreement;
• the receiving party will not disclose confidential information it has received from the disclosing party to anyone outside of the receiving party’s organization;
• the receiving party will protect the disclosing party’s confidential information as safely as it protects its own; and
• the receiving party will destroy or return the confidential information at the end of the agreement or upon request by the disclosing party.

Who will handle my CDA?

Industry Engagement is responsible for negotiating and executing CDAs related to research, while Technology Development is responsible for negotiating CDAs related to licenses.

To get started, fill out the CDA Request Form. The form will go to either Industry Engagement or Technology Development, based on your indicated need, for review and processing.

What happens next?

• Your completed form is assigned to an Industry Engagement or Technology Development team member
• The contracting team member will confirm receipt and will review the form and initiate the CDA process

What can I do to help?

• Please don’t disclose your unpublished research to  a company without the CDA in place
• Please familiarize yourself with key terms and concepts associated with the CDA process and the risks of receiving and disclosing confidential information
• Please contact industry@bu.edu if you do not receive a confirmation within 3 business days of submitting your CDA form

Contacts

For questions about CDA processing, please contact Industry Engagement at industry@bu.edu.