What is a CDA?

• A Confidential Disclosure Agreement (CDA) is a legal contract through which the parties involved in executing the CDA agree and are obligated not to disclose any confidential or proprietary information covered under the CDA.
• A CDA outlines the scope of the confidential information that the parties wish to share with each other for certain purposes.
• A CDA is also called a Non-Disclosure Agreement (NDA), Confidentiality Agreement or Secrecy Agreement.

Types of CDA

• Mutual.  A CDA can be "mutual", meaning both parties may provide confidential information and are restricted in the disclosure and use of the confidential information received from the other party.
• One-way.  A CDA can be “one-way”, meaning only one party provides confidential information and the other party has confidentiality obligations with respect to the confidential information.

When is a CDA Needed?

Any TJU personnel, i.e. principal investigator (PI), post-doctoral fellow, etc., shall contact the Office of Technology Transfer and Business Development (OTT) to establish a CDA before making any industry or external academic contact to disclose or receive confidential information.

Similarly, if a company, an academic institution or an individual outside of TJU approaches any TJU personnel to disclose or receive confidential information, such TJU personnel shall contact OTT to set up a CDA before taking any actions.

The purpose for the TJU personnel to contact companies, academic institutions or individuals outside of TJU may be to discuss any unpublished research results, potential clinical trials, sponsored research arrangements, collaborations or licensing arrangements.

Examples are:

• When a TJU investigator is interested in receiving or reviewing confidential protocol, study summary, etc. on a clinical trial of a potential sponsor.
• When a TJU investigator is interested in collaborating with a company by receiving the company’s proprietary product information and providing feedback on the product’s performance.
• When a TJU investigator plans to disclose to his/her industry or academic collaborator his/her idea which has not yet been in public domain.

CDA – Scope and PI Specific

• Any CDAs that TJU executes need to include a specific scope of the confidential information and the name of the PI for the project.
• TJU does not execute any Master CDAs.

Contact Information

Debbie Wang
Office of Technology Transfer
and Business Development
Thomas Jefferson University
1020 Locust Street, Suite M34
Philadelphia, PA 19107
Phone: (215) 955-6862
Fax: (215) 923-5835
E-mail: Debbie.Wang@jefferson.edu
Web: http://www.jefferson.edu/ott