About Confidential Disclosure Agreements (CDA)

UC Berkeley faculty may be asked to accept confidential, proprietary, or export controlled data or material as part of a research project subject to a Non-Disclosure Agreement (NDA) signed by both the discloser and the recipient. NDAs may include licensing agreements which limit or prohibit the disclosure or transfer of the licensed data or materials.

NDAs and similar confidentiality agreements are permissible ONLY to the extent that they meet the requirements of the University of California's policies on openness in research (see links: Restrictions on Rights to Publish or Disseminate Information Resulting from Work under Sponsored ProjectsUnacceptable Controls Based on U.S. Citizenship StatusAcceptance of Funds Restricted to U.S. Citizens.) That is, the information must be entirely peripheral to the research program (sufficiently remote from the intellectually significant portions of the research) and the disclosure restriction must not affect the ability to publish the research results.

In addition, if you accept confidential or proprietary information subject to a Confidentiality or Non-Disclosure Agreement, and the disclosure restrictions affect your ability to publish research results, the research itself will lose its characterization as "fundamental research" for export control purposes. Should the research entail 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.

Of course, if the confidential data pertains to such information as 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.

Why Do You Need a CDA?

If you plan to disclose your confidential research ideas or a potentially patentable invention to an outside collaborator, a CDA is essential for ensuring the non-public nature of the disclosure and protecting against the possible loss of patent rights.  

A CDA will allow outside parties to freely share their confidential methods or technology for the purpose of evaluating the potential for a future research relationship.

When the purpose is evaluation of a future research relationship, CDAs may be precursors to other types of formal research agreements:

Sponsored Research, Material Transfer, or Unfunded Collaboration Agreements

  • A for-profit collaborator may want to send you proprietary materials or disclose confidential information for the purposes of evaluating a potential research study that they intend to fund.
  • A collaborator may want to enter into a CDA prior to sending you certain proprietary research materials (including software, data, etc.)
  • Additionally, you and/or the collaborator may need to disclose confidential information under a CDA for the purpose of evaluating a potential unfunded research collaboration. 

Clinical Trial Agreements

  • company may want to enter into a CDA so you can review their protocol and decide whether or not to participate in a Clinical Trial.

Consulting Agreements

  • A collaborator may want to enter into a CDA to cover the discussions related to a potential private employment activity.
  • If a CDA is a precursor to a consulting agreement, the CDA is considered to be a personal agreement between you and the collaborator. 

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 the confidential information generated at UC Berkeley and/or that of our outside collaborators.  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.