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The Feinstein Institute for Medical Research

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Confidential Disclosure Agreement

Below are some frequently asked questions about Confidential Disclosure Agreements. Please contact us if you have any questions.

What are Confidential Disclosure Agreements?

It is often desirable for Feinstein scientists to exchange confidential or proprietary information with an outside party – typically with an outside, for-profit company – without either party making the other’s information public and without conveying any rights in the subject matter to the other party. CDAs define the obligations and protect the rights of both parties with respect to the confidential information that is exchanged.

Confidential Disclosure Agreements (CDAs) are often known as non-disclosure agreements (NDAs), confidentiality agreements, proprietary information agreements (PIAs), or secrecy agreements, and these terms are essentially interchangeable. CDAs may be “one-way” in which only one party will be disclosing proprietary information, or they may be “two-way” or “mutual” in which both parties will be disclosing confidential information, and there are sometimes multi-party CDAs.

Why are CDAs needed?

Disclosure under a CDA protects the confidentiality of the disclosed information, and preserves certain patent rights that otherwise would be lost following public or non-confidential disclosure. Generally, the terms of a CDA also constrain the other party to making use of the disclosed information only in discussions and deliberations with the disclosing party. Disclosures and discussions under a CDA can be very helpful in the process of attracting prospective partners to subsequently enter into collaborative, sponsored research, licensing and other types of research and commercialization arrangements.

What kinds of information might be disclosed under a CDA?

A CDA is generally put in place whenever confidential, non-public, proprietary or trade secret information is transferred between The Feinstein Institute and one or more outside entities. Confidential treatment and use limitations are typically sought for all confidential or proprietary written, recorded, electronic, visual or oral information and data (including, without limitation, research, developmental, engineering, manufacturing, technical, marketing, sales, customer, employee, vendor, contract, financial, operating, liability, privileged, performance, cost, business, know-how, trade secret, and process information and data, also including computer programs and other software and software techniques. Often, the existence and terms of the CDA itself, and the identities of the parties, are subject to the non-disclosure and non-use provisions of the CDA.

Who can sign a CDA?

CDAs, whether one-way or mutual, cannot be concluded by Feinstein faculty members themselves – only the Office of Technology Transfer has the authority to bind the Institute to the terms of a CDA. Accordingly, Feinstein faculty members who are requested to, or otherwise find it advisable to, enter into a CDA should contact the Office of Technology Transfer to review and negotiate an appropriate agreement.

Where can I find sample CDAs?

Frequently, the outside party will prefer to begin with their own form CDA and, in these cases, the preferred form of CDA should be communicated to the Office of Technology Transfer for review and execution. Below are templates of standard Feinstein Confidential Disclosure Agreements. These templates are locked, and while required information can be entered into specific fields, the language of the sample CDAs cannot be altered. If you require changes to the language of any sample CDA, please contact the Office of Technology Transfer. Remember that only an authorized official from the Office of Technology Transfer can sign a CDA on behalf of The Feinstein Institute.