Confidential Disclosure Agreements

Research, Sponsored Projects   |   Approved October 9, 2015

Purpose

Protecting confidential and proprietary information through a confidential disclosure agreement (CDA). A CDA restricts the recipient of the information from sharing it with others or claiming it as their own.

Applicability

Investigators working with proprietary information or having specific knowledge that should be protected, not shared, and retained as confidential. This information may belong to another party (e.g., a company) or may be developed by investigators at University of Maryland, Baltimore (UMB). 

Other common names for a CDA are: non-disclosure agreement (NDA), confidentiality agreement, proprietary information agreement. 

CDAs may be unilateral (“one-way” – one party shares their information with the other party) or bilateral (“two-way” or “mutual” – both parties share information with each other).

Instructions

1. If you receive a CDA from another entity for review and signature, submit it to your Sponsored Programs Administration (SPA) Team for review and signature, except:
   • If the CDA is related to a clinical trial protocol, the Center for Clinical Trials and Corporate Contracts (CCT) will review and sign. To start the process, access UMBiz via myUMB Portal and complete the Confidential Disclosure form.
   • If the CDA is related to disclosure of a UMB investigator’s invention or discovery, the Office of Technology Transfer will review and sign. To start the process, contact OTT.
2. Contact your SPA Team to initiate a CDA if you expect to share proprietary information with a potential collaborator or sponsor related to a funding opportunity response or an ongoing project/program.
   • Contact information for the other party, a high-level description of the information to be shared, and a clear understanding of the reason for the exchange of the confidential information will be needed in order to draft the agreement.
   • If the CDA is related to disclosure of a UMB investigator’s invention or discovery, the Office of Technology Transfer will prepare and sign.
   • For CDAs for other purposes,
     1. SPA will draft a unilateral or bilateral CDA, as appropriate.
     2. SPA will send the CDA to the other party, negotiate if required, and sign for the University of Maryland, Baltimore.
3. Wait for the CDA to by signed by the authorized officials of both parties before sharing the confidential and proprietary information.
4. The disclosed information is protected for the period of time stated in the CDA. Contact the office that signed the agreement for UMB if additional proprietary information will be disclosed that is not described in the CDA, or if the period of time for protection needs to be extended.