Confidential Disclosure Agreement (CDA) Guide

A Confidentiality Agreement (CDA) or Non-disclosure Agreement (NDA) is an agreement that governs the exchange of confidential technical and/or business information from one party to another. Information exchanged under a CDA is not considered a public disclosure, and protects an inventor and the University from compromising U.S. and international intellectual property rights. If an investigator wishes to enter into a CDA with another entity, the investigator should contact The Office of Technology Transfer (OTT) for assistance. The OTT has signature authority to sign CDAs on behalf of the University. Principal Investigators are not authorized to sign CDAs on behalf of NCSU.

Guidelines:

• As soon as you are aware that you are to receive or disclose confidential information, please contact OTT at mta_cda@ncsu.edu to start the process of securing a CDA.

• Principal Investigators should not negotiate the terms of a CDA. This is the responsibility of the OTT with counsel from the Office of Legal Affairs as needed.

• Principal Investigators should not disclose nor receive confidential information until a CDA has been executed by all parties.

• Office of Legal Affairs guidance regarding CDAs:
  www.ncsu.edu/legal/legal_topics/contracts_purch/non-disclosure_agreements.php

• NC State Standard CDAs:
  www.ncsu.edu/ott/resource.html

• Frequently Asked Questions about CDAs:
  www.ncsu.edu/ott/agreement_faqs.html

Quick Steps:

1. Alert OTT that you require a CDA by emailing mta_cda@ncsu.edu
2. OTT’s Agreement’s Manager will contact you to complete the appropriate form. The requesting party should be prepared to provide his/her name, organization, address, telephone, and fax number, a description of the subject matter to be disclosed, and the reason for the disclosure.
3. Once the review is completed and the terms of the agreement finalized, the agreement is executed by all parties listed on the signature page.
4. All parties will then receive a copy of the fully-executed agreement for their records.

Need Help?  Contact us: 

OTT Agreements Manager

919-515-7199

mta_cda@ncsu.edu