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Confidentiality Agreement FAQ

If you have any further questions, contact your project development officer at the Research Institute.

Should a CDA cover the conduct of a research study?

No. A CDA should not be used to cover the actual conduct of research, as it would restrict the university and investigator’s ability to publish or otherwise disseminate the results and knowledge gained by the research. In addition, the university may lose its ability to claim a fundamental research exemption from U.S. Federal Export Control regulations if the results of research are restricted from dissemination. Appropriate provisions regarding confidentiality in the conduct of the research project shall appear in the sponsored research agreement itself.

Should my disclosure agreement be two-way or one-way?

Use a “mutual” or two-way CDA when both you and the other party to the agreement exchange confidential information that should not be disclosed to third parties. Use a one‐way CDA when only one party is disclosing confidential information and the other party is receiving that information.

Should an investigator just sign his/her own CDA as the sole university signature?

No. In addition to the fact that an investigator is not authorized to sign a contract on behalf of the university, doing so puts the investigator in a position of potentially being held personally (and solely) responsible for any legal or business issues related to the agreement. Requiring the university to sign on behalf of the investigator, or in addition to the investigator, is the safest way to proceed. If the CDA is formatted by the other party to depict only an investigator as the party and signature, the RI will alter the agreement as needed to include an institutional signature. In no case should students be asked to sign a CDA for class projects.

When should I consider asking another party to complete a CDA?

Another party would be IUP or an external organization such as an industry of a sponsor. You should consider the need for such an agreement any time you are disclosing information that is not generally available to the public, and which you wish to limit the other party’s use or dissemination. Examples might be sending a study of your design, or a protocol, to a company; giving a lecture to a company that discusses your unpublished research; or sharing a potentially patentable idea with a collaborator outside the university in the context of a grant proposal. It is always safest to complete a CDA anytime the disclosure involves information not already in the public domain. In addition, if you are reducing the non-public information to written form, you should ensure that any of your handouts, PowerPoint presentations, e-mails, and even the diagrams or notes generated in the course of the confidential meeting distributed by you to an outside party a meeting or invited lecture are clearly marked “Confidential” on each page.

Should a CDA cover issues like publication pre-review and intellectual property?

Typically, these areas should not be addressed in a CDA, as a CDA should typically only allow use of provided information for evaluation purposes. The actual conduct of the project should be covered in a separate contract or a sponsored research agreement. Accepting these kinds of clauses in a CDA can restrict the investigator or university from freely pursuing their research and results.

If I receive information under a CDA, can I give it to other IUP employees?

Possibly, depending on what the terms of contract are. It is always a good idea to check first, because some agreements limit disclosures strictly to the point of contact referenced in the agreement—usually the primary investigator. In this case, postdoctoral fellows, students in the lab, and even other faculty collaborators would not be permitted to see the confidential information. A good rule of thumb to protect yourself and the university is to read your contract and, even if a release is permitted, to limit exposure as much as possible. Do not allow anyone to access the confidential materials unless they absolutely must.

Does the RI sign CDAs for confidential information an investigator will receive in relation to outside employment or research as an independent consultant?

No. The university only can sign CDAs for university research purposes.

What principles should I keep in mind while completing or reviewing a CDA?

  1. The principle of openness in research—that is, freedom of access by all interested persons to the underlying data, to the processes, and to the final results of research—is of overriding importance.
  2. Ensure that the sponsor or third party has identified and defined precisely the confidential, proprietary, or restricted information being shared. This cannot be left to the judgment of the individual accepting the material.
  3. Any assertion by the sponsor or third party of limits on publication of results, or restrictions on sharing based on nationality or citizenship, should be immediately questioned with the RI.
  4. CDAs should not contain any clauses governing intellectual property ownership.

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