What every researcher should know about confidentiality agreements

When it comes to disclosing inventions at the university, confidentiality is key — and so is the legal contract that outlines confidential material.

Here are the most common questions University of Minnesota researchers have about Confidential Disclosure Agreements (CDAs), courtesy of the Office for Technology Commercialization.

Is there a difference between a CDA and an NDA?

No. NDA stands for Non-Disclosure Agreement, but both acronyms refer to the same type of agreement and are used interchangeably. Elements of the agreement include:

• Keeping shared information confidential
• Defining what information is automatically confidential
• Articulating whether or not all discussions need to be reduced to writing
• In many cases, outlining how the information can or cannot be used

What’s the purpose of a CDA?

To protect the intellectual property, the University of Minnesota, and the university’s employees from any liability. The CDA provides a legal shield and recourse for the university if any terms of the contract are breached. The agreement can be unilateral (where only one party shares confidential information) or mutual (where both parties share confidential information).

When do I need the agreement?

Any time there’s a possibility that confidential information may be discussed, such as a meeting with a company or another academic institution. It takes about two weeks minimum to get a CDA in place, so be sure to put in your request as soon as the meeting has been set up.

What’s the process for getting one in place?

OTC receives about 25 requests per day for agreements. Once we receive the request, we submit a draft to the other party within 7-10 days (we notify the requester when the draft goes out).

Sometimes, the other party signs the agreement right away. Other times, they come back with requested changes, which require negotiation and additional time. As soon as the agreement is signed, OTC notifies the requester.

A company contacted me and I don’t plan to share any confidential info. Do I still need a CDA?

Usually, a company contacts you because they are interested in your research, parts of which will always be confidential. So, even though you may not plan to, you could end up discussing confidential details.

Therefore, it is recommended to always have a CDA in place. This allows for free discussion while protecting the intellectual property.

Why can’t we use the company’s form?

The U of M’s standard form includes language that was carefully crafted by the Office of the General Counsel (OGC). The language recognizes both university policy and Minnesota state law, and serves the unique needs of the university.

The company-provided form does not meet the standards set by OGC, and therefore requires several hours of review and revision by the contracts manager. If the company rejects the language we inserted, then OGC needs to be involved, which adds more time to the process. So, instead of a 7-10 day turnaround, it can take several weeks.

Who has the authority to sign CDAs?

Only individuals in OTC or SPA have the authority to sign on behalf of the university.

Where do I start?

Contact a technology strategy manager before sharing the details of your work with anyone outside of your lab.

Generally, OTC handles the CDAs pertaining to previously reported technologies, while Sponsored Projects Administration handles CDAs with companies to cover discussions about potential collaborations or future projects.

Learn more and download the form

Post by Margaret Hamm, contracts manager, OTC