Confidentiality or confidential disclosure agreements (CDAs, also known as nondisclosure agreements, or NDAs) govern the transfer of confidential information between a company and the University of Wisconsin School of Medicine and Public Health.
They are often used as a prelude to a research relationship, allowing confidential information to be exchanged between a company and an investigator so that a potential project can be discussed. They fall into three categories:
- One-way CDA, covering transfer of information from the university investigator to the company
- One-way CDA, covering transfer of information from the company to the university investigator
- Two-way CDA, covering transfer of each party’s confidential information to the other party
In general, since an academic environment is an open one in which sharing of information is a fundamental part of the educational and research process, acceptance of secret information is not encouraged. However, the university realizes that transfer of confidential information may be a necessary part of evaluating a proposed research project with industry and conducting that project.
Companies and investigators sometimes assume that confidential disclosure agreements can be signed by an investigator without the university also being a signatory. The only time this is appropriate is when an investigator is entering into the CDA as part of a consulting relationship, which is a relationship independent of university activities. In all other cases, an authorized university signatory must sign the confidentiality agreement.
If a company does not provide a confidential disclosure agreement and asks that the University of Wisconsin School of Medicine and Public Health provide one, please contact Andy Chen. Several standard agreements are available.
Procedures for Establishing Confidential Disclosure Agreements
Confidentiality Agreements for Clinical Trials
Industry sponsors often require the execution of a confidential disclosure agreement before divulging confidential information to an investigator to determine whether the university wishes to pursue the trial. Because of the routine nature of these agreements and the rapid turnaround required, the Office of Research and Sponsored Programs (RSP) will review and execute such confidential disclosure agreements. These should be routed through the WISPER process.
All Other CDAs
All CDAs not relating to clinical trials must be submitted through the WISPER process as for any other agreement.