UF DSP: What You Need to Know about CDAs and NDAs

You have been approached by a company that is interested in your research work and potentially sponsoring a research project. They want to meet with you to discuss the possibilities. They send you a confidential disclosure agreement (CDA) or a non-disclosure agreement (NDA) to be signed and sent back. You are about to sign the CDA and then you think, “Should I sign this CDA? And what does it cover?” The answer to the first question is a definite “no.” CDAs and other agreements related to your sponsored research require the signature of an authorized signatory of the university obtained via submission of the document to UFIRST.

The answer to the second question is that the purpose of the CDA is to allow for you and others working with you at UF to enter into discussions with a potential sponsor regarding a proposed project. This can involve meetings, phone/Zoom calls, and the exchange of documents or information in any medium. The CDA provides that any confidential information exchanged between the parties during these discussions must be kept confidential and, further, that the confidential information exchanged will be used only for the purposes of the discussion with regard to the potential project.

The CDA does not contain terms covering the development and safeguarding of intellectual property, publication or the purchase or exchange of materials. Therefore, you should be cautious about a sponsor who wants you to perform any research under a CDA or to provide any feedback with regard to their products or materials or products. Don’t do it. There should be no work performed with only a CDA in place. A research agreement is required. Also, be wary of sponsors who want to “pick your brain” for ideas after obtaining a signed CDA as this could lead to the loss of valuable intellectual property.

Keeping these cautions in mind, the protections offered by the CDA can provide the level of security needed to facilitate open and productive discussions regarding potential sponsored research projects.

If you have any questions related to a CDA, please do not hesitate to contact UF Research Division of Sponsored Programs (DSP).