About Confidential Disclosure Agreements (CDA)

What is a CDA?

A confidential disclosure agreement or CDA - also known as a non-disclosure agreement (NDA) or a proprietary information agreement (PIA) - is a formal agreement between UC Berkeley and an outside entity that protects confidential information that the parties will exchange. Each party agrees to keep the other party's information confidential and only use the information for the intended purpose covered by the CDA. Two of the most common types of CDA are:

One-Way CDAs

  • In one-way CDAs only one party is receiving the confidential information.

  • The receiving party agrees to keep the disclosing party’s information confidential and to use the information only for the intended purpose.

  • The receiving party must be careful that only their non-confidential information is being disclosed, as the disclosing party is not obligated to keep such information confidential.
  • One-way CDAs are the most common of these types of Agreements as it is normally a Sponsor or potential Sponsor disclosing its confidential information to UC Berkeley. With a few exceptions, UC Berkeley does not maintain confidential information.

Mutual CDAs

  • In mutual or bi-lateral CDAs, both parties are receiving confidential information.

  • Both parties agree to keep the other party's information confidential and to use the information only for the intended purpose.

  • Used when UC Berkeley confidential intellectual property is being shared.

Request CDA

Before requesting or accepting a CDA

Before requesting a CDA, please be aware that accepting confidential, proprietary, or export-controlled information may affect your research obligations. CDAs must comply with University of California policies on openness in research and may have implications for publication rights and export control requirements.

UC Berkeley faculty and staff may be asked to accept confidential, proprietary, or export controlled data or material as part of a discussion, meeting, or project, subject to a confidential disclosure agreement or CDA signed by both the discloser and the recipient. CDAs may include licensing agreements which limit or prohibit the disclosure or transfer of the licensed data or materials.

In order for CDAs to meet UC policies on openness in research (see Restrictions on Rights to Publish or Disseminate Information Resulting from Work under Sponsored Projects, Unacceptable Controls Based on U.S. Citizenship Status, Acceptance of Funds Restricted to U.S. Citizens.), the information exchanged must be entirely peripheral to the research program (sufficiently remote from the intellectually significant portions of the research) and the university must retain the ability to publish the research results.

In addition, please be aware that if you accept confidential information under a CDA, and the CDA prohibits publishing, the research will lose its characterization as "fundamental research" for export control purposes. If the research includes information or software identified on US export control lists, and you wish to have foreign nationals participate in the research, you may be required to obtain an export license.

If the confidential information includes personal health, income, or other demographic data that does not have a strategic significance (and is thus not identified on US export control lists), then export control restrictions on foreign national participation would not apply.

When is a CDA needed?

A CDA creates legal obligations for both the university and the researcher, and it is not always necessary or desirable. Before sharing confidential information, consider whether the discussion can proceed without disclosing proprietary information.

When confidential information must be exchanged, a CDA protects both parties by restricting the use and disclosure of that information. CDAs are commonly used while evaluating a potential research relationship and often serve as a precursor to a sponsored research agreement, material transfer agreement, or other research agreement.

Contract management and signature authority

Confidentiality Agreements often include terms regarding rights to intellectual property that the person being asked to sign does not have the delegated authority to accept. Read more about contract management and signature authority at UC Berkeley.

  • For CDAs related to industry sponsored research, material transfers, unfunded collaborations, and clinical trials, contact the Industry Alliances Office.
  • If you plan to disclose confidential research ideas or a potentially patentable invention to an outside collaborator, contact the Office of Technology Licensing before making the disclosure.
  • If a company wants to learn more about intellectual property created by you or your team, consult the Office of Technology Licensing to discuss intellectual property protection and whether a CDA is appropriate.

FAQs 

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Can a confidential disclosure agreement be used for an unfunded research collaboration?

Yes. If confidential information must be exchanged while exploring an unfunded research collaboration, a CDA may be appropriate.

Can IPIRA sign a confidential disclosure agreement for my consulting activities?

No. If the CDA relates solely to your private consulting activities and is a precursor to a consulting agreement, it is considered a personal agreement between you and the collaborator, not a university agreement.

Do I need a confidential disclosure agreement before discussing a potential sponsored research project?

Often, yes. A company may wish to share proprietary information so you can evaluate a potential sponsored research project before negotiating a Sponsored Research Agreement.

Do I need a confidential disclosure agreement before receiving research materials or software?

Sometimes. A collaborator may require a CDA before providing proprietary software, data, research materials, or other confidential information for evaluation. If the collaboration proceeds, a material transfer agreement or data use agreement may also be required.

I'm not sure whether I need a confidential disclosure agreement.

Contact the appropriate office before exchanging confidential information. The Industry Alliances Office handles research-related CDAs, while the Office of Technology Licensing handles CDAs related to inventions and intellectual property.

Key features of a university confidential disclosure agreement

To minimize risk, and obligations, a university CDA:

Is for a specific faculty member or lab. It does not cover the entire university (i.e., not an “umbrella” CDA or “blanket” CDA). It has a specific purpose. It does not cover any and all purposes. Has a specific end date. It does not have perpetual term and is not auto-renewing. It covers the exchange of confidential information, but does not extend to protecting trade secrets which require perpetual coverage, strict secrecy, and have a higher statutory bar. It covers information exchanges to support discussions. It does not cover a...

When is a confidential disclosure agreement typically used?

A CDA is commonly used whenever UC Berkeley and an outside organization need to exchange confidential information while evaluating a potential collaboration. Examples include sponsored research, material transfers, unfunded collaborations, clinical trials, and certain intellectual property discussions.

Which UC Berkeley office reviews and signs confidential disclosure agreements?

For CDAs related to research, including sponsored research, material transfers, unfunded collaborations, and clinical trials, the Industry Alliances Office reviews and signs the agreement.

For CDAs related to inventions and intellectual property, the Office of Technology Licensing reviews and signs the agreement.

Why would a clinical trial require a confidential disclosure agreement?

A company may ask UC Berkeley to sign a CDA so investigators can review the study protocol and other confidential information before deciding whether to participate in the clinical trial.