Confidential Disclosure Agreements (CDAs)

A Confidential Disclosure Agreement, also sometimes referred to as a Non-Disclosure Agreement (CDA or NDA), is designed to protect the confidential information that may be released between a potential sponsor and the faculty and staff of Yale University so that they can determine whether or not to enter into a subsequent agreement for research. CDAs may be unilateral (where only one party is sharing confidential information) or mutual/bilateral (where each party expects to share confidential information with the other) and are generally requested by sponsors prior to disclosing a study protocol or other information that the sponsor considers proprietary. Not all sponsors require a CDA prior to the disclosure of confidential information.

The Office of Sponsored Projects (OSP) negotiates and processes all of Yale University’s CDAs regarding disclosures for prospective research that involves Yale University resources.

How to initiate the Agreement? (Submitter)

Confidential Disclosure Agreements (CDAs) are entered through the Agreements module in IRES (InfoEd).

To enter an Agreement, you will need:

1. A copy of the draft agreement, as long as a draft has been proffered by the third party (it is required for a future industry-supported clinical trial).
   1. A contract template (for prospective research supported by or in collaboration with the outside party that involves Yale University resources).
2. The correspondence you have had with the sponsor (it is required for a future industry-supported clinical trial).
3. Sponsor contact information for the person(s) that OSP should work with – minimally, the name and email address, and 
4. Any other documentation that is available for the agreement.

Authorized Yale signatories are the only parties authorized to sign CDAs on behalf of Yale University, as outlined in the Faculty Handbook. With any contract-related questions, email your usual contracts contact at OSP directly with a copy of the draft agreement. OSP will provide guidance on how to enter the document in IRES to minimize the possibility of rework, particularly while different agreement types are coming online. Please be sure that no faculty or staff member signs a CDA unless and until specifically instructed to do so by an OSP representative.

To put a CDA in place, please use the link below:

• CDA

CDAs must be project /study specific. One CDA cannot serve to cover a broad area of discussion or for multiple projects over a length of time. Each specific study or project must be described clearly within each CDA so as to ensure that the scope of confidential information is clearly outlined to avoid ambiguity in the event of a dispute.

No faculty nor staff can be listed as an individual contracting party to a CDA between Yale and another party, although they may sign the CDA, when advised to do so by OSP, to document their acknowledgment of the terms of the CDA. Please note that CDAs generated directly between faculty members and a sponsor that relate to a faculty member’s independent consulting work cannot be used to cover disclosures pertaining to a subsequent research agreement with Yale University.