Confidentiality Agreements (CDAs)

A Confidentiality 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 an industry sponsor and the faculty and staff of Yale University so that they can determine whether or not to enter into a subsequent agreement for either a clinical trial (CTA) or basic research (SRA).  CDAs may be one-way or mutual 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 work that involves Yale University faculty, staff, or resources.  All CDAs will be generated between Yale University and the Sponsor or its designee (CRO).

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 from the originating sponsor, to your OSP contract manager and your GCAT mailbox, so that it can be negotiated with terms consistent with Yale policies and procedures.  Please be sure that no faculty or staff member signs a CDA unless specifically instructed to do so by an OSP representative. 

CDAs must be project - or 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 description of confidential information is clearly outlined and not ambiguous in the event of a dispute.  Some sponsors believe that if we have a Master Agreement in place, a CDA is not needed.  OSP will ensure that the sponsor understands that disclosure of confidential information prior to the execution of a contract for the project-specific work will not be covered unless a CDA is in place.  A Master Agreement does not cover disclosure prior to the Effective Date of the fully executed CTA or SRA.

Neither faculty nor staff can be listed as individual parties to a CDA, except in the case of a faculty or staff member serving as an independent consultant for the sponsor conducting work outside of Yale facilities and resources, in which case Yale University is not a party and those negotiations are not handled through OSP.  Please note that CDAs generated directly between faculty members and a sponsor for independent consulting work cannot be used to cover disclosures pertaining to a subsequent CTA or SRA that would be administered through Yale University.