A Confidentiality Non-Disclosure Agreement (CDA) is an agreement between Notre Dame and an outside entity (company or person) to facilitate discussions of confidential information. It allows companies to discuss their business needs and development problems without the risk of their confidential information being revealed to their competitors. For universities, maintaining confidentiality can preserve intellectual property rights (domestic and foreign) to inventions.
The Commercialization Engine Team at the IDEA Center will execute a CDA on behalf of the University for researchers who are looking to engage companies in discussions on the topic of their disclosed intellectual property. Researchers should seek the assistance of Notre Dame Research Administration if a CDA is required or desired as part of a Sponsored Research Project. Please feel free to contact either office if the situation is not so simply distinguishable.
CDAs are also known as NDAs (Non-Disclosure Agreements) and PIEAs (Proprietary Information Exchange Agreements) among other names. Additionally, terms requiring confidentiality can be included in any number of other agreements. The exact terms of an agreement will vary, however, in general these agreements would be expected to contain the following terms.
- prohibition on the disclosure of a party's confidential information to any third party, usually for 3 to 10 years
- protection of a party's confidential information from disclosure
- return or destruction of confidential material upon request or at termination
- non-use for other than the purpose of the agreement (i.e. non-commercial)
- what comprises confidential information may be required to relate to the defined subject of the NDA, and/or be marked as confidential, and/or be reduced to writing if disclosed orally
- generally, there are exceptions to what comprises confidential information which may include information which is: prior knowledge; publicly known; provided by a third party; or developed without access to confidential material
- Contact the Commercialization Engine Team and provide the following information:
- Name of the company
- Subject of the confidential information to be discussed / related technology
- Point of contact for the agreement
- The Commercialization Engine Team will review and work with the company as necessary to coordinate execution of the agreement
- The Notre Dame principal investigators (PIs) who will be exchanging confidential information will need to sign the final version of the agreement in acknowledgement of any obligations
- The Commercialization Engine Team will execute the agreement on behalf of Notre Dame
Notre Dame's CDA
Confidential Disclosure Agreement (PDF, 14K)