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 which the sponsor considers proprietary. Not all sponsors require a CDA prior to disclosure of confidential information.

The Office of Sponsored Projects (OSP) negotiates and processes all of the CDAs for Yale University pertaining to disclosures for prospective research that involves Yale University resources.

OSP representatives are the only parties authorized to sign CDAs on behalf of Yale University, as outlined in the Faculty Handbook. Upon receipt of a CDA, please send the document, along with the contact information of the originating sponsor, to your OSP contract manager and your GCAT mailbox, so that it can be negotiated with terms consistent with Yale policies. Please be sure that no faculty or staff member signs a CDA unless and until specifically instructed to do so by an OSP representative.

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 acknowledgement 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.

Guidance to PIs on reviewing Confidentiality Clauses