Confidential Disclosure Agreements
Confidential Disclosure Agreements (CDAs), also known as Non-Disclosure Agreements, are legal documents put in place between two entities when proprietary information is being exchanged.
The purpose of the CDA is to ensure that the party receiving the information maintains it as confidential and does not attempt to gain commercial advantage or profit by it. Thus, CDAs are employed when two parties are discussing ideas.
If both parties decide to act together on these ideas, then a separate, subsequent agreement is put in place that usually replaces and supersedes the CDA and provides more detail on the course of action.
At UT Southwestern Medical Center, CDAs are most commonly put in place when a company approaches a Principal Investigator (PI) to discuss a collaboration or sponsored research project. When mutual agreement is reached on the scope of the project and the company desires to move forward with the research, then a collaboration agreement or sponsored research agreement is negotiated and executed.
CDAs may also be implemented when a PI approaches a company for assistance in developing an idea or technology.
Discussions with a for-profit entity regarding UT Southwestern technologies, whether commercialized or not, should only be performed under the terms of a CDA. If it is unclear that a CDA is needed, please contact Cooperative Research for consultation.
Request a Confidential Disclosure Agreement
- The Principal Investigator (PI) fills out a CDA Request Form and returns it via email to Cooperative Research. The particulars of the meeting, the planned discussion, and the expected outcome are required in this form.
- An agreement is then negotiated to provide a confidential discussion between UTSW faculty and employees and potential research partners.